MusicDigi Distribution Agreement

As of Apr 20th, 2024

This Distribution Agreement and Terms of Service (this “Agreement ”) is a binding legal agreement between you and MusicDigi LLC, a Georgia limited liability company (“MusicDigi”, “our” or “us”) regarding your use of our MusicDigi service to distribute your musical recordings to selected digital services and stores (our “Service”) and any other uses of your musical recordings and musical compositions by MusicDigi and its licensees as described herein. If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that MusicDigi is fully entitled to rely on that fact (in which case, the term “you ” includes all such people and entities) in our performance under this Agreement.

 

 

PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, ARTWORK AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE MUSICDIGI SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE MUSICAL COMPOSITIONS THEREIN, AS NECESSARY. 

 

FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY "COVER VERSIONS," REMIXES, OR RECORDINGS THAT INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL RECORDINGS. 

 

1. THE MUSICDIGI SERVICE AND YOUR RECORDINGS

 

a. The MusicDigi Service enables you to upload to our servers digital files containing audio-only musical sound recordings ("Recordings") for distribution to digital stores, streaming services, and other digital services within our distribution network ("Digital Stores"), who may make your Recordings available to their customers and end users ("Customers"). 

 

b. Recordings must be musical sound recordings in single track, EP, or album configuration (however, please note that Digital Stores will make your Recordings available to Customers to purchase or stream as individual tracks — i.e., you cannot require that a Customer purchase or stream an entire album or EP as a single unit).   

 

c. We can currently accept Recordings in WAV, and FLAC formats up to 250 MB in size (or up to 24-bit / 96kHz for WAV files). We and/or the Digital Stores may require different formats or file sizes from time to time during the Term, and MusicDigi reserves the right to convert audio files of the Recordings as necessary.

 

d. When uploading each Recording, you must provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of "Recordings." We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.

 

e. We will automatically generate unique identifying codes (UPC) and International Standard Recording Codes (ISRC) for each Recording and provide them to Digital Stores. You can choose to specify your own ISRC codes, but not UPC codes.

 

f. Once you have uploaded a Recording to our Site for distribution, you can delete it at any time during the Term. However, you can't remove a single track that was included within an album — if you want to do that, you must delete the entire album and then re-upload the album with that song removed. 

 

 2. DIGITAL STORES 

 

a. The rights granted by you to MusicDigi are non-exclusive. Be advised, however, that if you send your Recording(s) to the same Digital Stores via MusicDigi and a separate service, the double listing of your Recordings may cause complications and/or problems in those Digital Stores.

 

b. We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it can take a few hours to a few days to several weeks for a Digital Store to integrate, process and make your Recordings available to Customers, depending on the particular Digital Store and the territory. Please be patient. 

 

c. Each Digital Store will determine its pricing to its Customers, as well as format or media and other terms on which it offers recordings (including your Recordings) to its Customers, in its discretion and according to its business model. For example, in some cases your Recordings may be available for permanent digital download on a pay-per-unit basis, in others Customers may pay a monthly subscription fee to be able to stream or temporarily download your Recordings along with other recordings. By way of further example, Digital Stores may also offer your Recordings for free on a promotional basis, alone or together with other recordings, may include (or decline to include) your Recordings in marketing promotions, may create editorial content about your Recordings and the featured artists, may group Recordings by genre or other designation, may create and allow Customers and others to listen to free preview clips of your Recordings, all in their discretion. You can specify suggested retail pricing for certain stores. Note that these prices are just suggestions, and while stores usually adhere to custom pricing, ultimately stores can price however they like. We aren't responsible for what Digital Stores do, and by opting into a particular Digital Store, you agree to accept and have your Recordings made available to its Customers in accordance with its pricing structure and other practices and policies from time to time, and in accordance with its agreement with MusicDigi.

 

d. We will distribute your Recordings to selected Distribution Channels on a worldwide basis (you can't specify only certain countries or territories for particular Recordings). The "Territory" of this Agreement is the universe, except where noted with respect to certain territories outside of the United States.

 

e. Digital Stores may choose not to carry one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their policies and practices, so we can't make any guarantees. We may also decline to distribute (or may remove from Digital Stores) one or more Recordings from any or all Digital Stores if we receive any legal claims regarding that Recording, if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Digital Store, or for any other reason in our business judgment. And if our agreement with any Digital Store expires or terminates, or if that Digital Store ceases to operate entirely or in a particular territory, then your Recordings will no longer be available through that Digital Store.

 

f. By opting into a Digital Store, you warrant to MusicDigi that you have read, understand, and agree to be bound by all of the terms and conditions of that Digital Store, and that you and your Recordings and other content will comply fully with those terms and conditions. 

 

3. YOUR ACCOUNT 

 

a. When you register for our Service, you will establish a username and password that will provide access to an online user dashboard for your account on our website, currently https://musicdigi.com (our "Site"). Please keep your username and password safe and secure, as you will be solely responsible for any Recordings and other content uploaded and for all financial transactions and other activity conducted through your account. We will not be responsible for any activity transacted via or through your account. 

 

 

c. Your annual registration fee must be paid with a valid credit card and, as described below under "Term," will automatically recur annually until you terminate the Term of this Agreement. Therefore, you must maintain a valid credit card on account with us throughout the Term. We currently accept Visa, MasterCard and American Express, but reserve the right to add or change payment methods during the Term. You expressly authorize MusicDigi to charge the applicable amount, plus any applicable taxes, to the credit card you provided or, in our sole discretion, to deduct that amount from monies payable by us to you. Any and all fees are non-refundable under any circumstances. In addition, if you owe any fees or other amounts to MusicDigi, we may deduct or set-off such amounts from any current or future payments to you, in addition to our other rights and remedies.

  

4. TERM

 

a. The term of this Agreement and our Services hereunder (the "Term") will begin on the Effective Date and will continue for one (1) year, unless renewed or terminated earlier. 

 

b. The Term will renew automatically at the end of each annual contract period (and your credit or debit card will be charged accordingly) unless you terminate your account prior the end of the then-current contract year via your account on the user dashboard in the MusicDigi site.

 

c. MusicDigi may terminate the Term for any reason, including but not limited to if we reasonably believe that you or any of your Recordings or other content has violated this Agreement or the terms and conditions of any Digital Store, that you or your Recordings infringe the intellectual property or other rights of any person or entity, if we are told by Digital Stores or reasonably believe that Digital Stores will not accept your content specifically or categorically, or that you are otherwise abusing our Service or any Digital Store or engaging in fraudulent or illegal activity. We may also terminate the Term if the credit or debit card that you provided to us expires, is cancelled, if our attempts to charge your Service fee are declined for any reason, or if we reasonably believe that charges were incurred fraudulently. So if the number, expiration date, billing address, or any other card or account information changes, please be sure to update your MusicDigi account promptly via the Site user dashboard. At our sole option, we may nevertheless elect to renew the Term and to deduct the applicable renewal fee from any and all sums payable to you hereunder. We may also terminate the Term if our Service is discontinued for any reason. 

 

d. After the end of the Term, we will notify all applicable Digital Stores within 30 days to remove your Recordings. We are not responsible for third-party exploitation after removal instruction. You are responsible for any third-party take-down fees. 

 

5. GRANT OF RIGHTS

 

a. In order for us to distribute your Recordings and related content to Digital Stores via our Service, our lawyers and the Digital Stores need us to confirm that you grant us the non-exclusive, sublicensable right and license during the Term and throughout the Territory to:

 

i. distribute your Recordings to Digital Stores for them to sell or sublicense to their Customers by any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, without limitation, permanent downloads, temporary or "tethered" download, interactive and non-interactive streaming, "scan and match" services, and "cloud" services) to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now or hereafter known;

 

ii. create and to authorize Digital Stores to create and publicly perform and make available free preview clips of your Recordings and the musical compositions embodied therein via streaming format;

 

iii. display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you ("Materials"), on our Site, on the Digital Stores' sites and services, and in any marketing, advertising or promotional materials for our Service or for the Digital Stores. Without limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial content regarding you and your Recordings and may classify or categorize the same for inclusion within one or more genres; 

 

iv. to collect all income from the Digital Stores from their exploitation of your Recordings (and to collect income after the Term from exploitation of your Recordings during the Term); and 

 

v. to notify Digital Stores and other third parties of our rights and relationship per this Agreement, and to include your name and logo (if you have one) in any listing of MusicDigi licensors.

 

b. You also grant to us and to your selected Digital Stores the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those Digital Stores, as may be amended from time to time during the Term. You understand that Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to Customers) in our reasonable business judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us. 

 

6. YOUR RESPONSIBILITIES 

 

a. You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses, throughout the Territory for all Recordings and other Materials in order to enable MusicDigi and your selected Digital Stores to fully exploit all their rights hereunder free of any claims, liens, encumbrances or other restrictions. Your uploading of Recordings and delivery of any other Materials shall be your unqualified warranty and representation to us that you have obtained any and all such rights required and necessary for MusicDigi and your selected Digital Stores to sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Agreement. 

 

b. Without limiting anything in this Agreement, you are solely responsible for and shall timely pay (i) any and all royalties, including without limitation all mechanical royalties and synchronization fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of your Recordings and Materials, (ii) any and all royalties, including without limitation all mechanical royalties and synchronization fees, that may be payable by you to the owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions embodied in your Recordings, (iii) all payments that may be required under union, guild or other collective bargaining agreements applicable to you or third parties, and (iv) any other royalties (including without limitation mechanical royalties), fees and/or sums payable with respect to the Recordings or Materials, including, without limitation, any royalties that may be required to be paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations by MusicDigi or your selected Digital Stores of your Recordings (including, for purposes of clarity, the Compositions) for so-called performer’s rights, equitable remuneration rights or neighboring rights, however characterized under local law. If any portion of your Recordings are now or in the future administered in any territory(ies) by any PRO, you are obligated to notify such third party PRO(s) of this Agreement. You understand and acknowledge that MusicDigi will not be making any such payments on your behalf or otherwise. WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDINGS TO OUR SERVICE.

 

7. PAYMENT & ACCOUNTING TERMS 

 

a. In full consideration of the rights and licenses granted hereunder, we will post to your MusicDigi account one hundred percent (100%) of any and all monies that we actually earn and receive in U.S. Dollars in the U.S.A. from your selected Digital Stores which are directly attributable to their exploitation of your Recordings, after deducting any applicable PayPal fees or other payment processing fees related to the Sale of your Recordings. Once payment has been credited to your account, you will be able to withdraw at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any sums that we receive in foreign currency will be converted to U.S. Dollars at either the same rate received by us, or current spot exchange rate at the time of transaction from store to MusicDigi, or from MusicDigi to you. For the avoidance of doubt, your payment is an "all-in" pay-through payment, from which you are solely responsible for paying and accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers, mixers and other third parties. We cannot offer any legal, tax, accounting and other advice; please consult your own advisors regarding those matters. 

 

b. You understand and acknowledge that Digital Stores may retain for themselves a portion of income that they receive from Customers and may deduct or withhold sums from the amount that they pay to MusicDigi. Sums retained or withheld by Digital Stores may include, without limitation, taxes and tariffs, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and charge backs. MusicDigi shall be entitled to rely on payments and accounting's received from Digital Stores. You shall have no right to inspect or audit our books and records, or those of Digital Stores.

 

c. We currently only make payments in U.S. Dollars via PayPal transfer, so YOU MUST HAVE A VALID PAYPAL ACCOUNT TO RECEIVE PAYMENTS FROM US. During the Term, we may change or add additional methods. MusicDigi also communicates with you via email so YOU ALSO MUST PROVIDE MUSICDIGI WITH AN ACTIVE EMAIL ACCOUNT TO RECEIVE IMPORTANT NOTICES FROM MUSICDIGI, and you are responsible for making sure the email account is active, able to receive emails from MusicDigi, and that your email address on file with MusicDigi is up-to-date. 

 

d. After we receive a payment for you from a Digital Store, we will notify you via your MusicDigi account dashboard. You must then affirmatively accept and withdraw the payment from your MusicDigi account in order for us to transmit the royalties to you. However, no withdrawal shall be possible while your total account balance is less than fifty Dollars ($50). Any outstanding amount below this threshold shall remain in your account until such sum in the aggregate is equal to a minimum of fifty Dollars ($50). We will also make available to you via your user dashboard a portion of accounting statements that we receive from your selected Digital Stores for the applicable period. We may redact those statements for any confidential information or information related to third parties. If your account is maintained on behalf of a group, company, partnership, or anything other than you alone, then you shall be responsible for paying anyone else. We will only make payments to the individual account holder, or any paid account holders you've specified in your MusicDigi dashboard.  

 

e. If required by applicable law, we may withhold payments to you, in whole or in part, pending receipt of your correctly completed Form W-9 (if you are a US resident for tax purposes), Form W-8 (if you are a non-US resident for tax purposes), updated [annually / at our request], or any other applicable tax-related forms evidencing that no withholding is required. If any information provided on such tax forms is incomplete, incorrect or misrepresented, we reserve the right to withhold sums due to you until all appropriate and correct information is submitted to and received by us that relieve withholding. We also reserve the right to withhold sums due to you if, based on appropriate and correct information that is timely submitted to and received by us, withholding is required under applicable law. You agree to indemnify us and you will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.

 

f. If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings or Materials or your use of our Site or Service breaches any agreement, infringes any third party rights, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the Recordings or Materials (including without limitation as to ownership or payment of monies), or that your activities involve misrepresentation, misconduct, deception, fraud, or other inappropriate conduct, then in addition to any other available rights and remedies, we may suspend or terminate the distribution of your Recordings and/or the Term of this Agreement and/or withhold payment of monies to you in an amount reasonably attributable in our discretion to such Recording(s), Material and activity until and unless any and all claims or other conduct are favorably resolved to our reasonable satisfaction, and we may deduct from your payments our related attorneys' fees and legal costs in connection. You will forfeit any monies that are attributable to your fraud, infringement or other illegal activity.

 

8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 

 

a. You represent and warrant to MusicDigi that: 

 

(i) you are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement; 

 

(ii) you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by MusicDigi, your selected Digital Stores, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; 

 

(iii) you have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement; 

 

(iv) your Recordings and Materials do not and will not, and the authorized use thereof by MusicDigi, Digital Stores and their Customers shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; 

 

(v) the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; (vi) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full exploitation of all rights and licenses granted hereunder; 

 

(vii) all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary during the Term; 

 

(viii) you will make, and MusicDigi will not be responsible for, any payments other than those specified in paragraph 7.a above in connection with the Recordings and Materials; 

 

(ix) you will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; 

 

(x) any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; 

 

(xi) there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; and 

 

(xii) you have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them.

 

b. You shall indemnify and hold harmless, and upon our request, defend, MusicDigi and our affiliates, sublicensees (including your selected Digital Stores and their Customers), successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents and representatives of the foregoing, from and against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) resulting from: 

 

(i) a breach or alleged breach of any of your warranties, representations, covenants or obligations under this Agreement; 

 

(ii) any claim that the Recordings, Materials, data or information provided or authorized by you or on your behalf hereunder or the use thereof by MusicDigi or a Digital Store violates or infringes the rights of another party; or 

 

(iii) any other act or omission by you or any of your licensors, agents or representatives. You will promptly reimburse  MusicDigi and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such claim and shall control the defense thereof, though you may participate in such defense at your own expense. You may not settle any claim for which we may be liable without our prior written consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to indemnification, then MusicDigi, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you an amount reasonably related thereto until the claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim. 

 

9. NO WARRANTIES; LIMITATION OF LIABILITY 

 

a. THE SITE AND SERVICE ARE OFFERED AND PROVIDED TO YOU AS-IS. MUSICDIGI MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 

 

b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MUSICDIGI NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF DIGITAL STORES OR THEIR CUSTOMERS, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL MUSICDIGI AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SUMS ACTUALLY DUE TO YOU IN ACCORDANCE WITH PARAGRAPH 7.a ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN MUSICDIGI AND YOU.

   

10. MISCELLANEOUS  

 

a. This Agreement, together with the Privacy Policy applicable to our Site generally, contains the parties' entire understanding and supersedes any prior or contemporaneous correspondence, agreements or understandings regarding the subject matter herein. We may amend the terms of this Agreement from time to time, in which case we will notify you by changing the date at the top of this Agreement (so please be sure to check back often) and/or via e-mail or by notice to your dashboard on the Site. You must terminate your account if you do not agree to the revised Agreement; your continued use of the Site or Service will be deemed your acceptance.   c. This Agreement shall be construed and enforced exclusively in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. When valid by law, any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Cobb County, Georgia, (United States). The language to be used in the arbitral proceedings shall be English. However, if local regulations establish any kind of limitation based on the nature of the Party, any claims or lawsuits between the parties will be resolved by the Courts within Cobb County. You waive any and all objections to the exercise of jurisdiction over You by such courts and to the venue in such courts. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

d. A party's waiver of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited solely as necessary or replaced by an enforceable provision that most closely meets the commercial intent of the parties. 

 

e. MusicDigi will not be liable for a curable breach of this Agreement unless you provide us with information specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter. 

 

f. We may direct all notices and communications to you via the email address or street address associated with your account and/or via your dashboard account on the Site. All notices to MusicDigi shall be sent to us at legal@musicdigi.com.   

 

g. You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent, and any purported attempt otherwise will be null and void ab initio. We may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement and/or any or all of our rights and obligations in order to operate the Service and Site. This Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest. 

 

h. The relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative. 

 

i. We reserve the right to modify, discontinue or terminate the Service at any time and without prior notice. We are under no obligation to provide the Service continuously, or at all.