RouteNote User Agreement
Please read these terms and conditions carefully before uploading any Track. By clicking on the ‘I Accept’ button at the bottom of these terms and conditions you agree to be legally bound by these terms and conditions and in particular you are warranting that you are the Owner of all rights title and interests in the Intellectual Property Rights in the Track and all the components involved in the Track that you wish to upload. If you are not the Owner or the account holder or if you don’t agree with these terms and conditions then you must not upload the Track.
For the avoidance of doubt RouteNote Limited are acting as Principal and not agent for all contractual and taxation purposes for this agreement and by acceptance of these terms you hereby agree as such.
1. Definitions and interpretation
1.1. Words shall have the meanings given to them in this Agreement, including without limitation as set out below:
Distributor the person or legal entity duly authorised as distributor by the Owner of the Track;
Fees the Fees are all amounts, including deductions from Royalties due to RouteNote for work completed under this Agreement,
Intellectual Property Rights all current and future rights of copyright and all rights in the nature of copyright in all language and all other intellectual property rights of whatever nature, whether registered or unregistered, including trademarks which you now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force on a worldwide basis;
Marketing Materials all lyrics, text, photographs, pictures and graphics for use in a catalogue with the Track.
Net Revenue in relation to any Track, the price paid by any purchaser of the Track after deduction of: (i) VAT and other sales tax, (ii) import duties or similar government levies and (iii) deduction of a Partner’s fees;
Owner the copyright owners to whom the Track belongs ;
Partners the music retailers that you have selected when uploading the Track;
RouteNote RouteNote limited a company registered in England and Wales under number 07210563 whose registered office is at Kernow House Gas Hill, Newham, Truro, England, TR1 2XP;
Royalties monies generated from the uploaded Track belonging to the Artist paid in Net Revenue, subject to Fees;
Track means the music track(s) to be uploaded by you pursuant to these terms and conditions including the musical composition, lyrics and the recording;
VAT means:(i) value added tax as defined in the Value Added Tax Act 1994 and(ii) any similar tax in any other jurisdiction; and
you the Owner or Distributor who has an account with RouteNote and who wishes to upload a Track(s) pursuant to the terms of this Agreement.
1.2. The interpretation below shall have the meanings given to them in this Agreement, including without limitation as set out below, unless context otherwise requires.
1.2.1. the singular includes the plural and vice versa;
1.2.2. references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
1.2.3. 'including’ (or similar words) means including without limitation;
1.2.4. references to “writing” or “written” include by email;
1.2.5. clause headings do not affect their interpretation; and
1.2.6. references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.
2. Duration
2.1. This Agreement shall commence from the date of the upload of the Track and continue for the period of three years (the “Initial Term”) at which point it will be renewed for successive periods of one year unless terminated earlier:
2.1.1. by you on written notice to expire at any time subject to the provisions of clause 2.2; or
2.1.2. by us on immediate notice at any time at our sole and absolute discretion and without the requirement to give any reasons for termination or incurring any liability in that regard.
2.2. If you serve notice of termination you acknowledge that RouteNote may be obligated to supply the Track to a Partner for a period beyond the terms of this agreement and you agree that RouteNote may continue to supply the Track to such Partner(s) until RouteNote may withdraw the Track without being in breach of terms of the Partner agreement. RouteNote will use its reasonable endeavours to do so but you should be aware that if the Partner(s) consent this will still take approximately one to two months for withdrawal of the track from all Partner sites.
2.3. Notice may be served by email by you to [] and by RouteNote to you at the email address provided by you when you register an account with RouteNote or any subsequent email address that you notify to RouteNote. Notice is deemed served upon sending without the requirement for a read notice or other confirmation. Please note that any failure to maintain a current email account or to notify us of a change does not affect the validity of service of notice on you by RouteNote.
3. Grant of Licence
3.1. In consideration of RouteNote performing its obligations pursuant to the terms of this Agreement you grant to RouteNote the non–exclusive rights for the duration of this Agreement and any run off period referred to in clause 2.2:
3.1.1. to hold, perform, market, publish and distribute the Track in a digital format as part of RouteNote’s catalogue of music for commercial exploitation and sell the Track to customers online via RouteNote’s website;
3.1.2. to grant a sub-licence/media distribution agreement (on terms to be agreed between RouteNote and the respective Partner at RouteNote’s sole and absolute discretion) to Partners of the right to hold, perform, market, publish and sell the Track; and/or
3.1.3. to use such of the Marketing Materials as RouteNote or a Partner sees fit.
3.2. You shall retain ownership of all Intellectual Property Rights in the Track and the Marketing Materials.
3.3. You waive your moral rights save for the right to be identified as the author or, if a Distributor, attribute the author to the Track.
4. RouteNote’s Obligations
4.1. RouteNote shall seek to sell the Track in accordance with the terms of the licence granted pursuant to clause 3.1, but RouteNote gives no warranty that the Track will be made available to Partners or for download from RouteNote’s website or if it is made available for sale via a Partner or RouteNote’s website that any sales will be made.
4.2. RouteNote reserves the right to withdraw the Track (and the Marketing Materials) from its catalogue and from any of its Partner’s catalogues at any time (in addition to and without prejudice to the rights of termination set out in clause 2.1.2). Reasons for removal include, but are not limited to content which:
4.2.1 on grounds of quality,
4.2.2 if there are grounds to suspect that the Track (or the Marketing Materials) infringes a third party’s Intellectual Property Rights,
4.2.3 is the subject of a dispute between you or us and a third party,
4.2.4 is content to which you cannot document your rights to RouteNote’s satisfaction therein upon RouteNote’s request,
4.2.5 if you are abusive or rude or provide false or intentionally misleading information to any RouteNote employees or agents.
4.2.6 is the subject of a takedown notice by a party claiming to own the rights therein, or
4.2.7 is subject to legitimate complaints from licensees, partners and affiliates.
4.2.8 RouteNote may also remove Your Content from the Services if RouteNote has, in its reasonable business judgment, reason to suspect that your Content or Account has been subjected to and/or involved in fraudulent activities or for any other reason in RouteNote’s sole and absolute judgment is necessary to protect the business interests of RouteNote and any of its affiliates, partners or Licensees.
5. Supply of Track and Marketing Materials
5.1. You may only submit the Track via upload in either a .wav or .mp3 format and any text for Marketing Materials should be compatible with Word and any photographs/graphics or pictures for Marketing Materials must be uploaded as .jpg or .gif format.
5.2. RouteNote will where possible use the Marketing Materials with the Track and procure that the Partners use the Marketing Materials but gives no warranty or assurance and accepts no obligation to use the Marketing Materials other than to credit you or if you are a Distributor, your named author with being the author of the Track in RouteNote’s catalogue if the Track is listed in the catalogue.
5.3. You as the account holder with RouteNote are the only individual or entity that is permitted to upload Tracks and are responsible for and will be held accountable for any unauthorised use of your account on a full indemnity basis.
6. Fees
Payment Terms
6.1. Time is of the essence in relation to payment of Fees in the event of late payment, without prejudice to any other remedies, RoutNote reserves the right to:
6.1.1. deduct any outstanding Royalties that RouteNote may owe to you, from the Fees you owe RouteNote from time to time; and/or
6.1.2. suspend the provision of RouteNote’s service pursuant to this Agreement;
6.2. RouteNote shall aim to pay all Royalties due on 45 days after the first month of the accrued entitlement, subject to a minimum amount 50 USD due to the Artist. If there is less than 50 USD due, then the Royalties are not payable and RouteNote shall withhold payment until such time 50 USD or more is due and payable to you, or at the termination of this Agreement.
6.3. No interest shall accrue on any amounts outstanding.
6.4. All payments shall be made in United States Dollars (USD) and only to a Paypal account that you must establish and notify details of to RouteNote.
6.5. RouteNote will make available the details of the downloads of your Track on RouteNote’s website which you will be able to access via your account.
Premium Release
6.6. You shall pay RouteNote Fees detailed on RouteNote’s website from time to time as being the RouteNote premium release cost initially and annually thereafter.
6.7. RouteNote shall pay to you all Royalties/Net Revenue (as appropriate) but without deduction of any Fees to RouteNote for your Track for the duration of this Agreement. This means deductions may be made for tax or for fees to Partners.
Standard Account
6.8. As detailed on RouteNote’s website from time to time as being the RouteNote standard account, deductions shall be costed initially and annually thereafter.
6.9. Subject to any annual amendments under clause 6.8 RouteNote shall pay to you 85% of the Net Revenue for your Track for the duration of this Agreement.
Removal of Content from Website
6.10 RouteNote reserves the right to suspend the payment of any funds payable to you hereunder and to block your ability to otherwise withdraw funds from your Account until satisfactory resolution and/or explanation of the suspect activities is obtained from any fraudulent activities. To the extent that any fraudulent activities are determined to be caused by your or your affiliates’ actions or omissions, any costs incurred by RouteNote (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by RouteNote from any monies otherwise payable to you hereunder. Certain of RouteNote’s Licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder. RouteNote shall have no liability to you for the removal of any of Your Content from the Services or any Licensee website or service.
7. Liability
7.1. RouteNote does not seek to exclude or limit any liability for personal injury or death arising from RouteNote’s negligence; fraud or fraudulent misrepresentation; tax; or any other liability to the extent the same cannot be excluded or limited by law.
7.2. RouteNote’s liability in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty, tax or otherwise arising out of or in connection with this Agreement shall not extend to any loss of profits or any special, indirect or consequential loss or damage whatsoever.
7.3. Subject to the provisions of clauses 7.1 and 7.2, in no event shall RouteNote’s liability (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under this Agreement shall not exceed the total amount received by RouteNote from you as payments of Fees as part of a premium account or RouteNote’s commission for sale of the Tracks as part of a standard account.
8. Third Party Obligations
8.1. You shall be solely responsible for securing and paying for digital phonorecord delivery, mechanical, public performance and any other licenses (as applicable) required from musical composition copyright owners or their agents in connection with RouteNote’s exploitation of rights hereunder, as well as royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes.
8.2. For digital download sales in the United States, your payment typically includes the mechanical royalty on the underlying composition. In the case of the iTunes Match service, your payment includes a publishing portion that covers both the mechanical and public performance royalties. If you do not own or control the underlying composition(s) in your sound recording(s), it is your obligation to pay these publishing royalties to the person or entity that does. Outside of the United States, RouteNote customarily requires Consumer Stores to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the Consumer Store concerned from the proceeds payable to RouteNote). If any Consumer Store outside of the United States does not agree to secure and pay for music publishing licenses, RouteNote shall have the right, in its sole discretion, to either (i) decline to license such Consumer Store or (ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such Consumer Store's Sales, which license fees RouteNote shall have the right to deduct from amounts payable to you hereunder. To the extent that RouteNote is required or elects, in its sole discretion, to pay any of the foregoing amounts, such payments will be deducted from any amounts otherwise payable to you hereunder.
9. Warranties
9.1. You warrant, represent and undertake on a full indemnity basis to RouteNote that:
9.1.1. You are acting as principal not agent and have the right, power and authority to enter into this Agreement as the account holder and without obtaining any consents of any third parties;
9.1.2. If you are the account holder on behalf of a band or a group, that all individuals concerned have assigned ownership of all rights title and interest in the Intellectual Property Rights in the Track to you and that you do not need to obtain any further consents and further that RouteNote will not have any obligation to make any further payments;
9.1.3. If you are the Owner that: you are the sole Owner of all rights title and interest in the Intellectual Property Rights in all components of the Track without limit of territory or time period and the Track is your sole and original creation and you do not need to obtain the consent of any licensor of any Intellectual Property Rights in the Track;
9.1.4. If you are the Distributor that: the Track is the sole and original creation of the artist for whom you are distributing the Track and that artist is the owner of all rights title and interest in the Intellectual Property Rights in all components of the Track and you do not need to obtain the consent of any licensor of any Intellectual Property Rights in the Track;
9.1.5. You have not without permission copied any element of the Track or the Intellectual Property Rights in the Track;
9.1.6. You have not charged or assigned by way of security any of the Intellectual Property Rights in the Track;
9.1.7. If you are in a country where it is a legal requirement, that you have registered and will maintain registration of your copyright ownership of the Track;
9.1.8. The Track and/or the Intellectual Property Rights are not subject to any claims or litigation, are free from all liens and encumbrances, do not infringe any rights (whether of intellectual property of otherwise) of any third party or not otherwise unlawful; and
9.1.9. You are the owner of all rights title and interest in the Intellectual Property Rights in the Advertising Materials or if any elements of the Advertising Materials are owned by a third party then your uploading of such Advertising Materials and making available to RouteNote and Partners pursuant to this Agreement is permitted by and does not constitute a breach of the terms or conditions of any licence agreement.
10. Indemnity
You shall fully indemnify and keep indemnified and hold harmless RouteNote from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by RouteNote as a result of or in connection with any breach of warranty (clause 9), action, demand or claim whatsoever that arises in connection with RouteNote’s (or any Partner’s) use or sale of the Track or Advertising Materials whensoever and howsoever arising anywhere in the world.
11. Entire agreement
This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
12. Confidentiality
12.1. You shall keep all information in relation to this Agreement confidential for the duration of this agreement and the period of two years after termination of this agreement save for when such information becomes part of the public domain or is required to be disclosed by law. RouteNote shall abide by the terms of its Privacy Policy subject to the following and by accepting these terms and conditions you consent to:
12.1.1. if RouteNote is requested to supply your details as part of a third party claim for infringement of Intellectual Property Rights by a Track (or Marketing Materials) uploaded by you, you confirm and agree that RouteNote may provide all details provided by you to RouteNote to in relation to your account and such Track (or Marketing Materials) to the person making such request in RouteNote’s sole and absolute discretion; and
12.1.2. if, in RouteNote’s sole and absolute discretion, RouteNote suspects that the Track or the Marketing Materials infringe a third party’s intellectual property rights then RouteNote shall be entitled to supply your details to any intellectual property office, customs and revenue or law enforcement agency.
13. General
13.1. Except as otherwise expressly stated, time shall not be of the essence with regard to the parties obligations under this Agreement.
13.2. Provisions which by their terms or intent are to survive termination of this Agreement will do so.
13.3. The parties are independent and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
13.4. For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
13.5. You may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other's prior written consent or except as expressly permitted in this Agreement.
13.6. This is a legal agreement between you and RouteNote Ltd. (“Company”). Company reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. You hereby agree that any modification of these Terms of Service shall not be interpreted to reflect upon the strength of any provisions in any earlier iteration of these Terms of Service. It is your responsibility to check these Terms of Service periodically for changes. By continuing to use or access the Site and/or Services after the Company makes and posts any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without Company’s express written consent.
13.7. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
13.8. Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
13.9. This Agreement shall be binding upon, and enure to the benefit of, each of the parties, their respective personal representatives and their respective successors in title.
14. Language
The language of this Agreement is English. All documents, notices, waivers and other written communications between the parties in relation hereto will be in English.
15. Governing law and jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter is governed by and shall be construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any disputes and claims which may arise out of, or in connection with, this Agreement.
16. Execution of this Agreement
To accept these terms and conditions and commence uploading a Track please click on the “accept” button.