STL TONES
Artist Agreement
The terms and conditions of this Artist Agreement ("Artist Agreement") forms a
legally
binding agreement between you ("you") and STL Tones Group Pty Ltd (ACN 621 071 065) ("STL Tones"),
so please
read carefully.
STL Tones owns and controls the Products whereby artists may upload Tones for other Users to use.
This Artist Agreement applies to you in relation to:
(a)
any Tones you upload to Products from the date you accept the terms of this Artist Agreement;
(b)
any Tones you have previously uploaded to the 'Trace Exchange' or 'STL Exchange' and choose to monetise from the date you accept the terms of this Agreement.
For the avoidance of doubt, if you have previously entered into a separate agreement
with
STL Tones in respect of other Tones owned by STL Tones ("Existing Separate Agreement"), such Tones
will
continue to be governed by your Existing Separate Agreement, and this Artist Agreement shall only
apply in
relation to new Tones you create and upload to the Products.
By uploading Tones to the Products, you agree that you have read and understood this Artist Agreement
and
will be bound by its terms and conditions and you have read and understood STL Tones' privacy policy
(accessible at www.stltones.com/pages/privacy-policy).
STL Tones reserves the right to modify, change and update the terms of this Artist Agreement from
time to
time without telling you if it considers that the change is likely to benefit you or have a neutral
impact on
you. STL Tones will provide you with reasonable notice in advance of any change to this Artist
Agreement that
it considers in its sole discretion, may materially adversely affect your rights.
1.
DEFINITIONS
1.1.
Artist Pro-Rata Share means the sum of all Individual User Shares for the relevant Subscription Product divided by the total number of Users of that Subscription Product in the relevant Calculation Period.
*Example, if the Individual User Share is 25% for 1 individual User, and 20% for 2
individual Users, then sum would be 65%, and if there are 4 Users of the relevant Subscription
Product in the
relevant Calculation Period, then Artist Pro-Rata Share is 16.25%.
1.2.
Artist Revenue Pool means 30% of Net Subscription Revenue, save that for AmpHub it means 3% of Net Subscription Revenue.
* Please Note that AmpHub is a new artist royalty platform, and therefore the
Artist
Revenue Pool is expected to become larger as the number of artists increases.
1.3.
Individual User Share means, for each User of the relevant Subscription Product, the total time of audio processed by that User using a Tone in that Subscription Product, during the Calculation Period as a percentage of the total time of audio processed by the relevant User in that Subscription Product during the relevant Calculation Period.
*Example: If a User processes 1 hr of audio, using a Tone in the relevant
Subscription
Product, during the Calculation Period, and that same User processes a total of 4 hrs of audio in
the relevant
Subscription Product during the Calculation Period, then the Individual User Share, for that User
will be 25%.
1.4.
Net Subscription Revenue means the gross receipts received by or credited to STL Tones in respect of the relevant Subscription Product after deduction for all Tones Sales Costs in relation to that Subscription Product.
1.5.
Products means AmpHub, ToneHub and ControlHub, and any new products or variations of such products STL Tones may create in future.
1.6.
Subject Content means your name, photos, likeness, portraits, images, trademarks, biography and any other names or references included with the Tones.
1.7.
Subscription Product means any subscription product where the Tones are available for use by users of that subscription product. In the case of any subscription product that has different tiers, each tier may be treated as a separate Subscription Product for the purposes of this clause.
1.8.
Territory means the Universe.
1.9.
Tones means audio presets the artist creates and uploads to be available for Users to use within a Product.
2.
Tones Sales Costs means all bona-fide third-party costs or expenses actually incurred by STL Tones in relation to the promotion and sale of the relevant Subscription Product , or exploitation costs for other exploitation of the Tones, which shall include (without limitation) duties and taxes (including all goods and services tax, sales tax and other taxes), and pro-rata share of software protection costs.
2.1.
Users means any user of the relevant Subscription Product that has an active account for that Subscription Product at any point during the Calculation Period, regardless of whether or not that user is on a free trial or has discounted pricing applied.
3.
RIGHTS & OWNERSHIP
3.1.
The copyright in and to your Tones and Subject Content shall be owned by you and remain to be owned by you while it remains available on the Products.
3.2.
By uploading your Tones and any Subject Content to the Products, you grant to STL Tones and its related bodies corporate, licensees, successors and assigns the non-exclusive right throughout the Territory to:
(a)
exploit the Tones and Subject Content on the Products, throughout the Territory,;
(b)
allow Users to download your Tones and use them for any purpose, including the right to adapt, communicate to the public, reproduce, modify; and
(c)
use the Subject Content in connection with marketing, promoting, advertising and exploiting the Tones and/or derivative works thereof.
3.3.
Nothing in this Artist Agreement grants you any rights or ownership in STL Tones' intellectual property including any copyright, trademarks, images, or graphics owned or controlled by STL Tones.
3.4.
You acknowledge that Users are not required to attribute you as the creator of your Tones. You agree to waive any so called 'moral rights' or similar right (now or later existing) in respect of your Tones and Subject Content under any law anywhere in the world. Where the law doesn't recognise or allow the waiver of moral rights, you hereby consent to any and all acts or omissions of STL Tones, its assigns, and Users which would, but for this consent, infringe any of your moral rights.
4.
ANALYTICS
4.1.
STL Tones may provide you with access to a dashboard with analytical data on the Products in relation to the usage and Royalties associated with your Tones. While STL Tones shall use its best efforts to ensure such data is accurate, you acknowledge that such data may be subject to errors from time-to-time. STL Tones makes no representations or guarantees as to the accuracy of such data.
5.
REMOVAL/REJECTION OF TONES
5.1.
STL Tones shall have the right to reject your Tones to be uploaded or made available on the Products, to remove or take down your Tones from the Products, and/or to restrict or remove your subscription, if it considers in its sole discretion that your Tones and/or Subject Content:
(a)
infringes on third party rights;
(b)
is misleading, deceptive, defamatory,
(c)
is fraudulent, offensive, could put STL Tones into disrepute, could subject STL Tones or its Users to legal action, or for any other reason in STL Tone's absolute discretion.
5.2.
You may remove or request STL Tones to remove your Tones from the Products at any time. Notwithstanding, you acknowledge that Users may have already downloaded your Tones prior to such removal.
6.
ROYALTIES
6.1.
If you have an active paid subscription for the Products, you may have the option (but not obligation) to monetise the use of your Tones. If you choose to monetise your Tones, the remainder of this clause 6 shall apply to you. If you choose not to monetise your Tones, the remainder of this clause 6 shall not apply to you.
6.2.
If you monetise your Tones, STL Tones shall, subject to the further terms of this Artist Agreement, pay to you the Artist Pro-Rata Share of the Artist Revenue Pool for each Subscription Product ("Royalty"), calculated on a monthly basis ("Calculation Period"). The Royalty shall apply from the point of monetisation and shall not apply retrospectively.
6.3.
Your Royalty will be subject to a 5% platform fee that will be deducted at the time your Royalty is paid to you. If you reside in the United States of America ("USA") and nominate a USA bank account, your Royalty will be further subject to a USD$1 transaction fee at the time your Royalty is paid to you. If you reside and nominate a bank account in any other territory, your Royalty will be further subject to a USD$4 transaction fee, and a 2% currency conversion fee on the amount payable at the time your Royalty is paid to you.
6.4.
If your subscription becomes inactive, or if your Tones are no longer available on a Product for any reason, the monetisation function shall automatically cease, affecting your ability to earn Royalties.
6.5.
STL Tones shall account to you for your Royalty on a quarterly basis.
6.6.
STL Tones reserves the right to vary or modify the accounting frequency and way in which the Royalty is calculated based on usage and any changes to its business model from time to time. If STL Tones intends to vary or modify the Royalty calculation or payment frequency in a way it reasonably considers is likely to materially adversely affect you, then STL Tones will provide you with reasonable advance notice before doing so.
7.
PAYMENT
7.1.
Your Royalties shall become payable in the accounting period when your total balance equals USD$30 or more ("Payout Threshold"). Once your Royalty balance has reached the Payout Threshold, STL Tones shall pay the accumulated balance into your nominated bank account. Notwithstanding, STL Tones reserves the right to change the Payout Threshold at their discretion without notice.
7.2.
If your Royalty balance has not reached the Payout Threshold and your subscription on the Products becomes inactive or deactivated, STL Tones shall hold the amount of funds in your account on your behalf for 90 days ("Holding Period"). If your subscription remains inactive or deactivated after the Holding Period, you will forfeit such funds, and STL Tones shall be entitled to collect and retain those funds.
7.3.
You are responsible for providing to STL Tones accurate and up to date bank details for the payment of your Royalties. You will also be responsible for completing and updating any forms STL Tones requires, as notified to you from time to time, in order to receive payments from STL Tones, including any forms that STL Tones considers reasonably necessary to comply with applicable taxation, financial crimes, and sanctions laws. If you do not wish to complete or update these necessary forms, STL Tones may, acting reasonably, withhold Royalty payments.
7.4.
You acknowledge that:
(a)
STL Tones and its related bodies corporate may withhold tax from payments due to you to meet its reporting obligations; and
(b)
the rate of withholding taxes will depend on the country where you are registered, whether you have submitted any tax information or forms, and whether or not an applicable tax treaty exists.
8.
WARRANTY
8.1.
You warrant and represent to STL Tones that you have the right to grant the rights made under this Artist Agreement including but not limited to in relation to the Tones and Subject Content.
8.2.
You indemnify and will keep indemnified, STL Tones and its related bodies corporate against any loss, damage, claims, costs or demands sustained by, or made against, STL Tones as result of the breach of this Artist Agreement. These warranties and indemnity survive the termination of this Artist Agreement.
8.3.
You warrant to STL Tones that:
(a)
your Tones and Subject Content are original, do not infringe on third party rights, and that you have the right to upload them to the Products and allow Users to use them; and
(b)
you will not impersonate another person or brand or make any misleading representations on the Products.
9.
ACKNOWLEDGEMENTS
You acknowledge that:
(a)
you are solely responsible for the Tones and Subject Content you upload to the Products;
(b)
Users and any third party use of your Tones is outside the control of STL Tones and that STL Tones will not be responsible or held liable for such use;
(c)
your Royalty is subject to change based on the amount of artists and Users on the Products, and any changes STL Tones may decide to make to royalty calculations from time-to-time;
(d)
accumulation of Royalties is dependent on monetisation, usage, and your Tones being available on the Products, therefore STL Tones makes no representations or guarantees that your Tones will generate Royalties;
(e)
any Tones removed from the Products will cease from accumulating Royalties, even if Users downloaded your Tones and continue to use your Tones after they were removed from Products; and
(f)
you are free to remove your Tones and Subject Content from the Products, and/or delete your subscription at any time. Notwithstanding, this shall not affect: (i) Users' access to and usage of your Tones if they downloaded your Tones prior to removal; and (ii) STL Tones' obligation to account and/or make payment of Royalties to you (if applicable).
10.
TERMINATION
10.1.
You may terminate this Artist Agreement if STL Tones:
(a)
is notified in writing of a material breach of this Agreement (such notice to be clearly headed "Breach of Contract – Notice to Cure") and that breach is not rectified within 30 days; or
(b)
enters into bankruptcy, administration, liquidation or any other form of insolvency administration.
10.2.
STL Tones may terminate this Artist Agreement at any time if it determines in its sole discretion that you have materially breached this Artist Agreement.
11.
GENERAL
11.1.
All amounts referred to in this Artist Agreement are exclusive of any taxes that may become applicable unless expressly stated otherwise.
11.2.
Whenever your consent or approval is required in this Artist Agreement, then such consent will not be unreasonably withheld or delayed and will be deemed to have been given if you have not responded to STL Tones written request for consent within three days of delivery of such request sent to your nominated contact address. Email correspondence will be deemed acceptable to deliver and provide consent.
11.3.
If any term of this Artist Agreement is unlawful, unenforceable, it may be severed from this agreement and does not affect the remainder of the agreement
11.4.
STL Tones may assign, transfer or otherwise dispose of any or all of its rights or obligations under this agreement to another party provided that STL Tones shall remain primarily liable for its obligations under this Artist Agreement until such time as the parties enter into a direct agreement in relation to such rights and obligations. You may not assign, transfer or otherwise dispose of any rights or obligations under this Artist Agreement.
11.1.
This Artist Agreement is governed by the laws of the State of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.
