Musician-for-Hire Terms & Conditions
YOU MUST READ AND AGREE TO THESE TERMS AND CONDITIONS BEFORE UTILIZING THE SERVICES OF THE STUDIOTRAXX.COM WEBSITE. BY ACCEPTING THESE TERMS, YOU REPRESENT THAT YOU UNDERSTAND THE TERMS; YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND THAT YOU ARE 18 YEARS OF AGE OR OLDER. INDICATE YOUR ACCEPTANCE OF THESE TERMS BY ELECTRONICALLY CLICKING THE "ACCEPT TERMS & CONDITIONS" CHECKBOX ON THE CREATE ACCOUNT PAGE AND PRINT A COPY FOR YOUR RECORDS. COMPANY MAY FROM TIME TO TIME MODIFY AND AMEND THE PROVISIONS OF THIS AGREEMENT BY PLACING A NOTICE ON ITS WEBSITE.
1. SELLING MUSIC SERVICES TO OTHERS
1.1. SERVICES PROVIDED BY COMPANY. You engage the services of Digital Media Global, LLC (the “Company”) and its StudioTraxx.com website service to facilitate Your introduction to those seeking music recording services (the "Client") for the sole purpose of performing on recordings. Before You are granted access to the Client, You agree to provide Company with accurate and complete registration information and update the information from time to time as necessary. At anytime, for any reason, Company reserves the right to deny or disable your access to the StudioTraxx website. Company may engage, from time to time, the musical, vocal and/or engineering services of You to perform on recording sessions arranged by Company for its Clients for which Company receives a fee.
1.2. WORKS MADE FOR HIRE. You agree that all recordings, musical compositions and any derivatives thereof (collectively referred to as the “Works”) created in whole or in part at the recording session(s) are deemed works made for hire as commissioned works (contributions to a collective work). If, however, any Works are legally determined not to be works made for hire, You assign to the Client all rights in and to such Works, including without limitation, the copyrights. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
1.3. YOUR OBLIGATION. You will provide Company and its Clients with a true and accurate representation of the services You offer including skill level, talent abilities, audio samples, and hourly and/or project flat rate fees. You will also provide Company with a monthly availability schedule and will provide estimated completion times for services offered which will be made available to the Client. Upon purchase of Your services by the Client, the Client will submit digital demo recordings (the "Guide Track"), lead sheets and/or sheet music to provide You the ability to interpret and reproduce the recordings in a professional and reasonably satisfactory manner. You will make every good faith effort to complete the work within the timeframe that You represented. You may refuse to provide services to Client due to incompatibility or Your own unavailability. This refusal may occur anytime before the 10th day of the month following the month in which the subject services were purchased. In such case, the Client will be remitted a full refund and You will not receive payment from StudioTraxx. In the interest of quality control and the preservation of the artist’s reputation, Company has the right on its behalf and on behalf of the Client to refuse to accept and distribute Your material to the Client if Company believes it will be unable to create a commercially acceptable product. Your only recourse against Company in that event is to cease using its service.
1.4. RECORDING AND COLLABORATION PROCESS. Upon receiving full payment from the Client, Company will provide You access to the Client's Guide Track to be used in the creative process of recording tracks and performing on the recording. Finished works will be uploaded by You into the StudioTraxx system in the format(s) requested by the Client.
1.5. PAYMENT. Company will collect full payment from the Client at the time of purchase and will remit to You an amount equivalent to the full Client payment less any state sales tax collected from CT Client residents, less a 15% facilitation fee unless otherwise negotiated with You in a separate agreement. Music Service Providers will receive payment on the 15th day of every month for any studio work completed prior to that date. The parties acknowledge Music Service Provider is an independent contractor and therefore accepts responsibility for payment of local, federal and/or state income taxes, if any. Company does not determine the time or location of where the recording takes place; does not provide the equipment necessary for the Music Service Provider to perform the services; and Music Service Provider can accept or reject the offer to utilize his/her services. Company will provide Music Service Providers with a completed IRS form 1099 for services and/or work purchased in the preceeding year.
1.6. COMPLETION OF RECORDING. Upon completion of the recording, any required paperwork and fees due the unions will be prepared and submitted by You, the Music Service Provider. If additional services or time is required to complete the recording beyond the original service purchased, it is the responsibility of the Client to purchase any additional services or time from You as required to complete the recording. The Client will own the recordings, including any sound recording copyrights embodied in the recordings, and may authorize the worldwide commercial release of the recordings, subject to the terms contained and aforementioned herein. Company, however, makes no guarantee as to the commercial success of the recordings. The Client may be required to credit You on any album or CD cover artwork if You so request.
1.7. LICENSES. If company determines that material provided by you is either defamatory or infringing on another's intellectual property rights, said material will be promptly removed from the system. You grant Company the non-exclusive right to use Your name, likeness, biographical material, photographs, and audio samples as supplied by You soley for Company promotional purposes in any form of media.
1.8. UNIONS. You agree to execute any necessary signatory agreement that you may hold with the appropriate union and abide by its terms. The compensation paid to the Music Service Provider is full and complete payment for his/her services hereunder and for all of Music Service Provider's rights in and to the Works. In the event of any reuse or exploitation of the Works, additional compensation may be due the Music Service Provider if required by the unions. Any reporting requirements for reuse or other exploitation of the Works is the sole responsibility of Company's client. Company may not be held liable or responsible for collection, payment, or accounting of any such reuse. It is the responsibility of the Music Service provider to include any applicable union fees in their hourly and project flat rate fees. In addition, the Music Service Provider is responsible for remitting such applicable fees to the union organizations.
1.9. Music Service Provider understands that Company, through its client, has engaged Music Service Provider's recording services and Music Service Provider agrees not to negotiate directly with Company's client(s) for the purpose of employment or avoiding payment of Company's fee by client. Music Service Provider further understands and agrees that Company will screen its clients' material to determine if in its opinion, the material would be acceptable for the Music Service Provider to participate in the recording session.
1.10. Music Service Provider warrants and represents that he/she has the right to enter into this Agreement and is under no disability or restriction which will prevent him/her from granting the rights specified hereunder and performing all the obligations hereunder in a timely fashion.
2. PURCHASING MUSIC SERVICES OF OTHERS
2.1. SERVICES PROVIDED BY COMPANY. You engage the services of Company and its StudioTraxx.com website service to facilitate Your introduction to musicians, vocalists, engineers, and/or other music professionals (the “Music Service Providers”) for the sole purpose of performing on Your recordings. Before You are granted access to the Music Service Providers, You agree to provide Company with accurate and complete registration information and update the information from time to time as necessary. At anytime, for any reason, Company reserves the right to deny or disable your access to the StudioTraxx online system. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
2.2. YOUR OBLIGATION. You will provide Company with demo recordings (the "Guide Track"), lead sheets and/or sheet music to provide the Music Service Providers the ability to interpret and reproduce the recordings in a professional and reasonably satisfactory manner. In the interest of quality control and the preservation of the artist’s reputation, Company has the right on its behalf and on behalf of the Music Service Providers to refuse to accept and distribute Your material to the Music Service Providers if Company believes it will be unable to create a commercially acceptable product. Your only recourse against Company in that event is to cease using its service.
2.3. RECORDING AND COLLABORATION PROCESS. Upon successful payment for desired services, Company will submit the Guide Track to the Music Service Providers that You select to record the tracks and to perform on the recording. Finished works will be uploaded by the Music Service Provider into the StudioTraxx system in the format(s) requested by You. These files can be downloaded via the StudioTraxx online system. If the Music Service Providers you booked are not available or decline to participate in the recording session, Company will provide a full refund for services purchased and will assist You, upon Your request, in selecting alternative Music Service Providers from the list provided on its website.
2.4. PAYMENT. You agree to be responsible for payment in full of all fees required to engage the services of Music Service Providers, including their required hourly or project flat rate talent fee, union charges as well as any other costs necessary to engage their services as set forth by the Music Service Provider and listed on the website. Payment is collected online using a secure e-commerce transaction. Upon full payment, the recording and collaboration process will commence. Company does not guarantee that the Music Service Providers will be available nor does Company guarantee the quality of their musical performances. If a Music Service Provider is a current union member, You agree to execute any necessary signatory agreement with the appropriate union and abide by its terms. 6% sales tax will be applied to any purchase made by a state of Pennsylvania resident.
2.5. COMPLETION OF RECORDING. Upon completion of the recording to Your reasonable satisfaction, any required paperwork and fees due the unions will be prepared and submitted by the Music Service Provider. If additional services or time is required to complete the recording beyond the original service purchased, it is Your responsibility to purchase any additional services or time from the Music Service Provider as required to complete the recording. You accept the recordings “AS IS” and You shall not be entitled to make any claim against Company and/or the Music Service Providers, including a demand for return of the fees paid. You will own the recordings, including any sound recording copyrights embodied in the recordings, and You may authorize the worldwide commercial release of the recordings, subject to the terms contained herein. Company, however, makes no guarantee as to the commercial success of the recordings. You may be required to credit the Music Service Provider(s) on any album or CD cover artwork if a Music Service Provider so requests. You grant Company the non-exclusive right to use Your name, likeness, biographical material, photographs, and audio samples as supplied by You soley for Company promotional purposes in any form of media.
2.6. LICENSES. You are solely responsible for securing any applicable licenses and/or permissions required to commercially release the Recording, including a first use mechanical license, if required, as well as payment to the copyright holders of the required license fees. Company strongly encourages You to submit your copyrighted material, recordings and songs, for registration with the U.S. Copyright Office (“copyright.gov”). You must secure permission from the Music Service Providers and/or their respective unions to commercially exploit the recordings in any format other than it‘s original intended use. Your failure to do so may result in an infringement action being filed against You in which event You shall hold Company harmless from any liability, including attorney’s fees, Company may incur as a result of such claim. If company determines that material provided by you is either defamatory or infringing on another's intellectual property rights, said material will be promptly removed from the system. You grant Company the non-exclusive right to use Your name, likeness, biographical material, photographs, and audio samples as supplied by You soley for Company promotional purposes in any form of media.
3. OTHER PROVISIONS
3.1 REFUND POLICY. Refunds must be requested via email no later than (10) days after the original purchase date. In the event that You have purchased services from a Music Provider and are not satisfied with the services provided, a partial or full refund may be granted after Company investigates the basis of your dissatisaction. Company does reserve the right to not provide You a refund if said Music Service Provider has made a good faith attempt to fulfill his or her obligations under this agreement. Company does not provide refunds in part or in full for Private Collaboration Project purchases.
3.2. MISCELLANEOUS. Company shall have the right to transfer and assign its rights in this Agreement. This Agreement will be governed by and construed under the laws of the State of Pennsylvania as applied to agreements entered into and to be performed entirely within Pennsylvania. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. You shall hold Company, its employees, officers, directors, agents, affiliated parties, suppliers and licensees harmless from any damages, including attorney’s fees, arising out of any breach of any provision contained herein or claim by a third party that is inconsistent with your representations and warranties contained in this Agreement. Company may suspend or terminate Your account and Your access to Company’s website for (a) breach or violation of this Agreement; (b) requests by law enforcement or other governmental agencies; (c) unanticipated technical issues or problems; (d) Your violation of rights of others; and/or (e) inaccurate or incomplete registration information provided by You. Company shall reserve the right to update this agreement at anytime for any reason.
3.3. RESTRICTIONS. You agree and acknowledge that the software used in connection with the services provided by Company contains proprietary and confidential information that is protected as intellectual property. You are responsible for any information You upload, download, store, transmit or otherwise make available through Company’s website and Company may, in its sole discretion, delete any information that may be illegal, infringes a third party’s copyright, trademark, patent, trade secret, right of publicity, proprietary rights, or violates any applicable local, state, federal or international law, or contains viruses or harmful content. You shall not provide false, inaccurate, misleading, obscene or defamatory information. You agree not to forge any TCP/IP, or other protocol or manipulate identifiers in order to disguise the origin of any content transmitted through Company’s website nor upload, post, store, transmit or otherwise make available any unsolicited commercial email or “spam” which includes but is not limited to unethical marketing, advertising or sending mass emails to recipients without their approval. You will not engage in any activity that adversely affects the ability of others to use Company’s services and You agree to use Your best efforts to protect Company from fraudulent, abusive or unlawful actions by third parties. Company does not control the information provided by other users that is made available through its system. You may find other user’s information to be offensive, harmful, inaccurate, or deceptive and note that there are risks dealing with underage persons or people acting under false pretense and You accept such risks. You agree that Company may permit advertising on its website, however, any revenues collected from advertising will belong solely to Company. Any efforts by You to employ the Music Service Providers for other recording sessions during a period of twenty-four (24) months following completion of Your recording session hereunder, shall require payment to Company of an amount equal to the fees that would have been generated had You utilized its services to arrange for the recording session.
3.4. DISPUTES. If you have a dispute with one or more users, you release Company (and Company officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In the event a dispute arises between You and Company, the parties agree to first submit to binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. The arbitration shall be administered by the American Arbitration Association in accordance with their applicable rules. Any judgment on the award rendered by the arbitrator may be entered in any court in Washington County, Pennsylvania having jurisdiction thereof. Alternatively, other forms of dispute resolution, including mediation, may be mutually agreed upon by the parties.
3.5. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR ENGAGEMENT OF COMPANY’S SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF COMPANY’S WEBSITE AND SERVICES IT PROVIDES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT COMPANY’S SERVICES MAY BE INTERRUPTED IN WHICH EVENT COMPANY WILL MAKE EVERY REASONABLE EFFORT TO CORRECT THE PROBLEM. YOU ASSUME THE RISK FOR THE UNAUTHORIZED ACCESS TO OR ALTERATIONS TO YOUR CONTENT OR HARM ARISING OUT OF DELAYS, BUGS, ERRORS, DATE CORRUPTION, DATA LOSS, COMPUTER VIRUSES OR FAILURE TO BACK-UP YOUR DATA. COMPANY FURTHER MAKES NO GUARANTEE FOR ANY INACCURACIES, ERRORS IN OR OMISSIONS CONTAINED ON ITS WEBSITE. THE SERVICES PROVIDED BY COMPANY ARE ON AN “AS IS” BASIS AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES FOR THE USE OF THOSE SERVICES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3.6. PRIVACY RIGHTS. Company shall not sell or rent Your personal
and/or business information to third parties for their marketing purposes
without your express consent. Company’s purpose in collecting
personal information is to provide You with a safe, efficient and customized
experience that meets Your needs. If You choose to utilize Company’s
services, it may require You to provide contact, identity, billing,
email, website and credit card information. Company may use data collection
devices such as “cookies” to help analyze its web page
flow, measure promotional effectiveness and promote safety of the website
and it may ask Your feedback and opinions to further enhance Company’s
website and the services it provides. You grant the Company the right
to use email or other communication methods to inform you of business
or technical changes related to the Company's website. From time to
time, Company gathers information in a non-personally identifiable
manner and provides that information to its advertisers. Company will
employ procedural and technical safeguards, including encryption, and
secure socket layers, however, You understand that security is not
100% effective on the internet. You may choose to communicate outside
control with other users of the website, however, those communications
are at Your risk.