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Starmony Producer Agreement

1. About the Starmony Services

1. Starmony AB (together with its group companies, parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors — collectively, “Starmony,” “we,” or “us”) provides an application (the “App”) and associated websites and services for song writing and music production (together with the App hereinafter the “Services”). By using the Services, end users (the “End User(s)”) can record their sounds and vocals and create music directly in the App. The Services also provide songwriters and music producers (the “Producers”) with the opportunity to upload and submit sounds and music to Starmony’s platform in exchange for certain remuneration in accordance with the terms set out herein.
2. Once an End User has made a sound recording in the App (“User Recording”), Starmony’s platform provides End User with multiple music productions      customized to fit with the User Recording.      
3. All sounds and music put together by Starmony’s platform, including every sound and production set available to the End Users through the Services (“Starmony Sounds”), consist of elements of sounds and music written and produced by Producers. Any part of a User Recording featuring any Starmony Sounds is hereinafter referred to as the “Music”.
4. End User may distribute and release the Music via the Starmony distribution services available to End User through the App.
5. By way of creating an account for use of the functions applicable to Producers within the Services (“Producer Account”), you will be able to upload and submit sounds and music to Starmony’s platform to be made available and used as Starmony Sounds, in accordance with the terms and conditions stated herein.

2. Acceptance of the Agreement

1. You shall acknowledge your agreement of the legally binding rules set out in this agreement (the “Agreement”) by checking a checkbox in connection with your use of the Services or as otherwise required by us. By agreeing to the terms in this Agreement, you are also agreeing to our “Privacy Policy” and “Cookie Policy” regarding security, confidentiality, and what we do with the data you provide to us or which is collected by us. The Privacy Policy and Cookie Policy constitute an integral part of this Agreement.
2. We may alter this Agreement (including for the avoidance of doubt the Privacy Policy and the Cookie Policy) at any time, for example in order to reflect changes made in the Services, ensure the usability and functionality of the Services, for security reasons, to prevent abuse and/or to meet legal requirements. Any such alterations to the Agreement will become effective immediately when we post a revised version of the Agreement on the Services, meaning that your continued use of our Services will be governed by the Agreement in force at the time. However, in the event of any material changes to these Agreement, or in the event that any new versions of the Agreement will apply retroactively, we will provide reasonable notice thereof and specifically request your acceptance of the revised version of the Agreement prior to your continued use of our Services. In the event that you do not agree to any such new version of the Agreement, your activities and use of our Services up until such moment will continue to be governed by the previously applicable Agreement. You will however not be able to continue to use our Services.
3. You may not alter this Agreement.  
4. This Agreement sets forth the entire understanding between us in respect of the subject matter hereof and shall replace any and all prior written and/or oral agreements, discussion and/or arrangements between us.

3. Your Producer Account

1. Your Producer Account is personal and may not be transferred or shared with others. You must notify us immediately if your password is lost, stolen, or disclosed to a third party. You are responsible for all the activity on your Producer Account.
2. You understand and agree that in order to register a Producer Account and use the Services, you must (i) be either at least 18 years old, or at least 16 years old and have your legal guardian’s consent to accepting this Agreement, (ii) have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws, and (iii) be resident in a country where the Services are available. We may ask you for proof of age or guardian’s consent.
3. If you register the Producer Account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you own and/or control such entity, that you are authorized to assign all rights, grant all permissions and licenses provided in the Agreement and bind the entity to the Agreement, and that you agree to the Agreement on the entity’s behalf.     
4. If you also wish to use the Services as an End User, (i.e., for the purpose of creating User Recordings and using other functions available to End Users), you may link your Producer Account to an End User profile provided that you agree to our Terms of Use and License Agreement applicable to End Users.  

4. Starmony Intellectual Property Rights

1. Starmony is and remains the owner of the Services and holds all intellectual property rights in and to the Services, including but not limited to copyrights, designs, domain names, trade names, trademarks, and patents. The Services are also protected as trade secrets. For clarity, the Services may also include features, software and/or services licensed to Starmony by a third party which are protected as intellectual property rights (“Third Party Rights”). Starmony and its suppliers retain all rights in the Services (including for the avoidance of doubt the Third Party Rights) and all derivative works thereof.

5. Producer Grant of Rights

1. All sounds and music uploaded, submitted, or in any other way made available to us through the Services after your acceptance of this Agreement in accordance with clause 2 are referred to as the “Producer Sound(s)”, which reference for the avoidance of doubt shall include both the musical and/or literary work embodied therein (if any) (the “Composition”) and the recording embodying a such Composition or other sound (the “Recording”).
2. By submitting any Producer Sound(s), you irrevocably transfer and assign to us exclusively, without territorial limitation, and without limitation in time, all present and future rights, including without limitation any and all copyright, neighbouring rights, or any other intellectual property rights, in and to such Producer Sound(s) (i.e. both to the Composition and the Recording). You hereby undertake to execute any documents if required by us or our assignees or licensees to evidence or effectuate the transfer of rights to the Producer Sounds including all other rights as set forth in this Agreement. Any and all rights transferred and assigned pursuant to this clause are hereinafter collectively referred to as the “Music Rights”.

1. Notwithstanding the foregoing, solely in the even that you, on the date of your acceptance of this Agreement, are bound by an exclusive contract with a publishing company which prevents you from transferring and assigning the copyright in such Composition pursuant to this clause 5.2, the transfer and assignment of the Music Rights hereunder shall not include the copyright in the Compositions. Instead, you shall (i) provide us with any information requested by us concerning such third party and the nature of your agreement with them, and (ii) grant, and cause your publishing designee to grant to us a so called “first use” mechanical license and a right to reproduce the Compositions in the Recordings, including an irrevocable license under copyright to exploit the Compositions in connection with all uses of the Producer Sounds listed in clause 5.3 (to the extent applicable), without seeking your or your publishing designee’s approval. If we license the Producer Sounds to a third party for profit (e.g. in connection with a synchronization license), you shall enter into, and/or cause your publishing designee to enter into, a license agreement with such third party for the use of the Composition on the same terms and conditions as entered into by us.  

3. The transfer and assignment of the Music Rights to us is all-encompassing whereby we, without limitation, shall have the exclusive right, but no obligation, to:

1. include the Producer Sounds, in whole or in part, in the Starmony Sounds available for use by End Users;
2. distribute, reproduce and exploit the Producer Sounds in any form now and hereafter known, including in digital and physical formats existing now and in the future and including (without limitation) for the purposes of exploitation of blockchain and crypto products (e.g. NFTs);  
3. publicly perform the Producer Sounds and to make the Producer Sounds available to the public, via any form of technique, or by any other means allow the public access to the Producer Sounds;
4. graphically reproduce the Producer Sounds (for example by reprinting lyrics and music, sheet music or publications, including digital reproduction) and to use the titles of the Producer Sounds for all purposes;
5. act as the sole and exclusive agent and administer the Producer Sounds in relation to all forms of exploitation, including to collect revenues deriving from the Producer Sounds directly from collecting societies (including for mechanical reproduction and public performance of the Producer Sound) and other third parties, save that the foregoing shall not apply to Compositions excluded from the transfer and assignment of rights in accordance with clause 5.2.1;
6. issue "first use" licenses of the Compositions;
7. make alterations in other literature or work of art, translations, arrangements, and remixes, and to compile the Producer Sounds (or any parts thereof) with other master recordings/musical work/literary work and to couple them (or any part thereof) with visual images/artwork, or otherwise adapt or alter the Producer Sounds;
8. grant perpetual or limited licenses for synchronization of the Producer Sounds with visual images, for example in film, television, advertisements, mobile applications, video games or any other audio-visual recording;
9. grant licenses for use of the Producer Sounds in advertising of a third party's products or services or for any merchandising or product tie-ins;
10. exploit music drama performances of the Compositions (so called "grand rights");
11. grant so called "sampling" or "interpolation" licenses of the Producer Sounds; and
12. exercise all other rights, now or hereafter known, in respect of the Producer Sounds, and to use and exploit such rights by all means, now and hereafter known.

1. You hereby waive your moral rights in relation to the Producer Sounds in connection with the intended exploitation by Starmony as exemplified in clause 5.3 above and otherwise as reasonably expected by you, to the extent permitted under applicable law.
2. We and any third-party distributor or licensor shall have the right to use your name, professional name and/or alias (as applicable), including any trademarks associated with your name, professional name or alias, for marketing purposes in connection with advertising, sales and other exploitation of the Producer Sounds.
3. If you are affiliated with a collecting society, performing rights organization or other collection society (“Collecting Society”) to which you have granted the right to administer the public performance rights and/or mechanical rights in any Compositions, provided that the Compositions shall be transferred and assigned to us under clause 5.2, you must notify us of such affiliation contract and you agree to notify each such Collecting Society, in accordance with the requirements of your applicable affiliation contract, of your agreement to grant the exclusive rights to us pursuant to this section 5  and as otherwise provided in this Agreement.
4. We shall have the right to, in whole or in part, license and/or assign any and all rights in and to the Producer Sounds to third parties.
5. We shall have the right to, in whole or in part, assign any and all rights and obligations under this Agreement to third parties, including but not limited to the rights in the Producer Sounds, as well as our obligations with respect to the Producer Sounds.
6. For clarity, all references to Producer Sound(s) when made in clauses 5.3-5.8 above shall apply also to any and all Starmony Sounds and Music in which any Producer Sound(s) are included. 
7. Once your Producer Sound has been uploaded or otherwise made available to us, we will review the Producer Sound and make any adjustments including mixing and mastering of the Recording as we deem necessary. If the Producer Sound in our sole discretion is deemed suitable for our Services, such Producer Sound may be made available to End Users as part of the Starmony Sounds. If we find that the Producer Sound is not suitable for our Services, we may decide not to make available the Producer Sound as part of the Starmony Sounds.
8. You acknowledge and agree that regardless of whether or not we choose to exercise the exclusive rights to the Music Rights granted to us hereunder, you hereby, to the extent possible under applicable law, waive the right to request a reversion of such rights, publicly perform, exploit, communicate, reproduce or in any other way make the Producer Sounds available to the public, or to transfer or assign any such rights to a third party. Notwithstanding the foregoing, in the event that we have not included any Producer Sound in Starmony’s platform for potential use within our Services within twelve (12) months following your submittance to us, you shall however have the right to request a reversion of the Music Rights to such Producer Sounds by providing at least six (6) months’ written notice thereof, during which notice period we shall have the opportunity to either start using such Producer Sounds within our Services or agree to your request of a reversion of rights.
9. You acknowledge and agree that you shall not have any right to approve the use of your Producer Sounds, including any changes made thereto, whether by us or by End Users, and regardless of whether in connection with the inclusion of your Producer Sounds in the Starmony Sounds or by End User in connection with the creation of the Music.
10. For clarity, Starmony shall control the rights to the Music and any part or component thereof, whether stand-alone, combined or otherwise, including without limitation any and all copyright or other intellectual property rights in and to the Music (including for the avoidance of doubt the neighbouring rights).

6. Profit Sharing

1. Starmony shall be entitled to collect one hundred percent (100%) of the total income deriving from the exploitation of the Producer Sounds and the Music in which any Producer Sound(s) are included, which for the avoidance of doubt includes income attributable to the underlying Composition (to the extent the rights in the Compositions are transferred and assigned to us pursuant to clause 5.2)  as well as the Recording in connection with public performance, communication to the public, mechanization, or synchronization of the Producer Sound(s).
2. End User’s share of the copyright in the underlying composition in the Music will be deemed fifty percent (50%) (“User Writer Share”). The remaining fifty percent (50%) will be split between you and any other Producers having contributed to the Starmony Sounds contained in the Music, your share of the copyright in the underlying composition in the Music to be determined pro rata based on the number of Producers having contributed to the Music (“Your Writer Share”).
3. You hereby acknowledge and agree that, by assigning and transferring the copyright in the Compositions to us, Starmony will be the sole publisher of the Compositions. In the capacity as your publisher, we shall split revenues which are directly and identifiably attributable by title to the exploitation of Your Writer Share, fifty percent (50%) to us and fifty percent (50%) to you, calculated on one hundred percent (100%) of the total income deriving from Your Writer Share, i.e. the sum of what has been paid to us as well as you (including any service company or other third party who receives such revenues on your behalf), after deduction of commission to any sub-publishers, administrating publishers or other third party agents, Collecting Society’s and other collection societies’ fees, VAT and local taxes required to be deducted in any part of the territory, and any remuneration payable to third party translators, adapters and arrangers in accordance with local society rules or regulations or statute. For clarity, if clause 5.2.1 applies to any Composition, your publisher shall collect all revenues attributable to Your Writer Share, and we shall have no obligation to pay any such revenues to you.
4. Revenues which are directly and identifiably attributable by title to the exploitation of the Recording, shall be split fifty percent (50%) to us, twenty-five percent (25%) to End User, and twenty-five percent (25%) to be shared by all Producers whose Producer Sounds are included in the Music, calculated on one hundred percent (100%) of the total income deriving from Recording paid to us after deduction of costs for manufacturing and distribution, costs for sales, promotion and marketing, and costs for any mechanical royalties for the underlying composition. Your share of the 25% allocated to the Producers will be determined pro rata based on the number of Producers having contributed to the Music.
5. In the event that the Music consist of a cover version or interpolation of an existing composition (“Cover”), you acknowledge and agree that you are not entitled to a share of the copyright in such composition or any revenues which are attributable to the exploitation of the underlying composition in the Music (i.e. clause 6.2 shall not apply and you will not receive a share of revenues pursuant to clause 6.3). With respect to the revenues attributable to the Recording, you are entitled to your share of revenues as set out in clause 6.4, save that we shall be entitled to deduct from the total income any license fees payable by us for the exploitation of the Cover.
6. For the avoidance of doubt, all costs attributable to the recording and production of the Producer Sounds shall be borne by you, unless specifically and separately agreed by us in writing prior to your submittance of the Producer Sound.

7. Payments

1. Any payments due to you hereunder will be paid out on your request within thirty (30) days following your receipt of statements rendered by us or a third-party administrator on a semi-annual basis, provided however that we shall not be obligated to make any payments to you in an amount below fifty US Dollars (USD 50).  
2. In the event that we have received incorrect information regarding payments from any third parties, we reserve the right to retroactively change any amounts credited to your account and charge your account in case you have been overpaid.
3. You are responsible for paying any additional fees or taxes associated with your use of our Services and any payments you receive from using our Services. You shall indemnify us of all costs and damages that we may incur as a result of your failure to pay such fees or taxes.

8. Your Obligations and Warranties

1. You are fully responsible for the Producer Sounds and everything you submit to us. If we find anything you deliver to us unsuitable, we reserve the right to, in our sole discretion, remove the information and/or prevent you from using our Services.
2. You warrant, agree and undertake that:

1. you are not by agreement or in any other way, prevented to accept this Agreement;
2. you have the full right to assign all rights assigned or granted under this Agreement, including but not limited to the Music Rights, and that these rights are unencumbered and will not be, in any way pledged or by other means restricted in ownership or right to disposition;
3. without limiting the generality of clause 5.2.1 regarding an exclusive contract with a publishing company to the extent clause 5.2.1 applies to you, you are not signed to a record label or a publishing company, or otherwise bound by an exclusive contract for your musical and/or artistic services, which prevents you from accepting this Agreement;
4. you have not and will not grant or assign any rights to any third party which interferes or will interfere with the use of any of our rights hereunder;
5. that the Producer Sounds are not infringing the rights (including without limitation copyrights and neighbouring rights) of any third party, nor violates any law;
6. that the Producer Sounds are original and do not and will not consist of or contain any samples and/or interpolations of a pre-existing musical composition or master recording;
7. you will be solely responsible for reporting all earnings via our Services to the relevant tax authority and all subsequent taxes payable in respect of your use of our Services.

9. Rules of Conduct

1. You agree and warrant that you will not:

1. alter, copy, reproduce, record, transfer, perform, display, transmit, resell, sublicense, or make available any part of the Services or the content displayed or shared with you via the Services (including for the avoidance of doubt the Producer Sounds, Starmony Sounds and Third Party Rights) to the public or otherwise use the Services in any way that is not explicitly permitted under the Agreement or applicable law, or otherwise constitutes an infringement of any part of the Services;
2. bypass any security measures, engage in any systematic reading or listening, use any kind of software or device to “crawl” or spider any part of the Services, reverse engineer (or similar actions) any aspect of the Services to access source codes, algorithms and similar, or otherwise interfere with the security or functionality of the Services;
3. remove or alter any copyright notices or similar that is included in any part of the Services;
4. collect information about End Users or any other Starmony Producers, for example for the purpose of sending spam or junk mails or selling such information;
5. pretend to be someone else when using the Services;
6. access the Services for purposes of monitoring its performance or functionality, or for any other competitive purposes;
7. publish or otherwise make available on the App anything that is spam, viruses, corrupted data, malicious software or other programs that may harm computers or other property, or that constitutes illegal activity or incitement or otherwise violates the rights of others, including but not limited to intellectual property rights and privacy rights, or that, in our discretion, contravenes the content or purposes of the Agreement;
8. use the Services in breach with any applicable laws or regulations.

10. Termination of the Services

1. We reserve the right to suspend or permanently terminate your Producer Account and access to the Services with immediate effect, if you violate the rules of conduct or otherwise breach your obligations or warranties under the Agreement, including but not limited to providing us with incorrect information of any kind.
2. All provisions regarding assignment of rights, limitations of liability and indemnities will remain in full force and effect and shall survive the deletion of your Producer Account (whether such deletion is caused by you or due to the suspension of your Producer Account pursuant to clause 10.1 above).

11. Indemnification

1. You shall indemnify, defend and hold harmless us and our respective owners, as well as our digital distribution partners and suppliers, from any and all claims, demands, suits, liability, damages, loss, charges, fees, costs (including reasonable attorney’s fees) and other expenses resulting from or arising out of your breach of this Agreement.
2. In the event that any third party is making a claim and asserting that a Producer Sound (or any Music including any Producer Sound) is infringing the third party’s rights, we have the right to withhold a reasonable amount of what otherwise would have been accounted to you hereunder until the dispute is finally resolved, and thereafter, where applicable, set off potential damages and other compensation to the third party against the amount which otherwise had been accounted to you.

12. Limitations of Liability

1. We are not responsible for the actions of any other users of the Services, or any inaccuracies or errors in information provided by third parties and made available by us or any third party via the Services, and you release us from any claims and damages in connection with any claim you have against any such third party.
2. Neither we nor any of our suppliers or partners will be liable to you for any loss or damage (whether direct or indirect, incidental, consequential, punitive or special) arising from your use of, or inability to use the Services, or your reliance on any content or information made available through the Services.

13. Disclaimer

1. We will work hard to ensure that the Services are available and operational. However, you understand and agree that the Services, as well as any material, information and third-party components provided therein, are provided “as is”. This means that we do not warrant that:

1. the results of using the Services will meet your expectations or requirements;
2. the Services will always be available and function without any errors or defaults;
3. insights data and statistics provided to you via the Services (if any) are true and accurate;  
4. the Services will be secure or free from bugs or viruses.

2. It is your obligation to make sure that your viewing device (such as your computer, tablet or smart phone) and system meet the applicable minimum technical requirements necessary for you to access the Services.
3. We reserve the right to change, modify or cancel, temporarily or permanently, all or certain functions and features of the Services at any time. For example, changes to the Services may be necessary in order to adapt the App to new technical environments or to an increased number of End Users or Starmony Producers, or for other important operational reasons.

14. Miscellaneous

1. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provisions shall be affected as a result thereof, and accordingly, the remaining provisions of the Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.

15. Governing Law and Disputes

1. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement (and any non-contractual disputes/claims arising out of or in connection with them), and our Services, will be governed by the substantive laws of Sweden and any dispute regarding the aforementioned shall be submitted to the exclusive jurisdiction of the District court of Stockholm, Sweden.