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Introduction

Welcome to Legacy Productions' EasySong.com (the Site). Easy Song provides services related to giving, getting, and protecting rights to musical works, including registering original compositions and sound recordings, helping users obtain license rights to works owned by others, and providing the Easy Song "Marketplace", where users can submit their own works to offer license rights to other users. These Terms of Use govern the use of the Site and all related players, widgets, tools, applications, data, software, the Marketplace, and other services provided by Easy Song currently or in the future, as well as participation in our referral program (collectively, the Services).

Acceptance of Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY BEFORE CONTINUING TO USE THE SITE. You agree that by clicking the button to Sign up or Sign in, or by using the service, you accept these Terms of Use, and you are entering into a binding and enforceable legal contract with Legacy Productions, Inc. (Legacy) on your behalf and on behalf of the organization you represent, if any.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT USE THE SITE OR THE SERVICES. If you are under 18 years of age, you must have parental consent before attempting to use the Site or the Services.

1. Changes to Terms of Use, the Site, and Services

We reserve the right to change, alter, replace or otherwise modify these Terms of Use, or to suspend, discontinue, terminate, or cease providing access to the Site or any part thereof, temporarily or permanently, at any time and for any reason. We may change the features of any type of account, may withdraw or introduce new features, Services, or types of accounts at any time and for any reason, and may change the prices charged or paid out for any of the Services we offer. It is your responsibility to check our Terms of Use from time to time for updates. Your continued use of the Site following any such change constitutes your agreement to our then-current Terms of Use.

2. Ownership of the Website

The Site is owned and operated by Legacy. All content featured or displayed on the Site, including all text, graphics, photographs, images, moving images, sound, illustrations and software, and all related rights, are the exclusive property of Legacy. All elements of the Site are protected by copyright, trademark, trade dress, moral rights and other laws relating to intellectual property. By accepting these Terms of Use, you are granted a revocable license to access the Site for the purpose of purchasing or participating in the Services. You acknowledge that Legacy may terminate or limit your access to the Site at any time, including, without limitation, for any breach by you of these Terms of Use, with or without notice to you.

3. Registration Information / Username and Password

When you register to use the Site, you must provide us with your email address, which will be your username. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy. You agree to provide complete and accurate information when signing up and adding project information on the Site. Upon registration, you will choose a private username (which may be your email address) and password. You agree to use your username and password only to purchase licensing services, participate in our referral program, and conduct business on behalf of yourself or the organization you represent. You will not permit others to use your username or password for any reason. Legacy will not be liable in the event of loss of your username or password or for any misuse by anyone of your username or password. You have the sole responsibility to secure and maintain your username and password, and you agree to immediately notify Legacy of any unauthorized use of your username or password.

You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Legacy or any Uploader; access or attempt to access any data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Legacy's servers, system or network or attempt to breach Legacy's data security or authentication procedures; attempt to interfere with the Site or the Services by any means including, without limitation, hacking Legacy's servers or systems, submitting a virus, overloading, mail-bombing or crashing.

Without limitation to any other rights or remedies of Legacy under these Terms of Use, Legacy reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations. You agree to comply with the above conditions, and acknowledge and agree that Legacy has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

4. Privacy Policy

Legacy values your privacy. Please review the Privacy Policy governing the Site and any information you submit to us: https://www.easysong.com/about/privacy-policy.aspx. Legacy reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, and to transfer any data or information as part of a sale or reorganization of our business, as well as to investigate any potentially fraudulent activity, at our sole discretion.

5. No Unlawful or Unauthorized Uses

Subject to your compliance with these Terms of Use, Legacy grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Site in order to utilize the Services. You agree and warrant that you will not use the Site or the Services for any purpose that is unlawful or prohibited by these Terms of Use. You further agree that you will not use the Site in any manner that could damage, disable, overburden or impair the Site, or interfere with any other party's use of the Site.

You must not alter or remove or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Site or on any content appearing on the Site. You must not, and must not permit any third party to, copy or adapt the object code of the Site or any of the Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Site, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to any content on the Site.

Legacy takes alleged copyright infringement seriously. If you believe that any information or material on our Site constitutes copyright infringement, please see our DMCA Addendum for how to submit a claim.

6. Cover Song Licensing Services

The Site allows you to purchase a service whereby Legacy acquires on your behalf, prior to your distribution of phonorecords [as such term is defined in the United States Copyright Act (the Copyright Act), mechanical licenses for the reproduction of musical compositions. You tell us the format you want to use (e.g. CD, digital download or ringtone) for the mechanical licenses and the number of copies (100, 1000, etc.) to be distributed. Legacy calculates the royalty that must be paid to the music publisher(s) under the Copyright Act for use of the musical composition(s), based on the statutory mechanical royalty rate in effect at the time of release. Please note that mechanical royalty rates may change over time, and Legacy reserves the right to adjust its royalty charges accordingly. You pay those royalties to Legacy, along with Legacy's licensing service fee, and Legacy obtains the license(s) from the appropriate publisher(s) or copyright holder(s) and pays the publisher(s) or copyright holder(s) the royalties on your behalf.

The maximum number of copies Legacy will license per song per album at the statutory mechanical royalty rate is 2,500 units. If you wish to license more than the maximum number of copies, Legacy will attempt to obtain the license, but will charge an additional fee of up to $0.014 USD for each copy for our services (minimum: $25 USD). This charge is in addition to the royalties owed and will be paid to Legacy, not the copyright holder. In addition, if you wish to license more than 2,500 physical units, you agree to deliver a pressing report to Legacy on stationery of the manufacturer, indicating the actual quantities produced, upon our request.

The Cover Song Licensing service does not allow you to obtain licenses for samples, audio recordings (masters), synchronization rights (audiovisual), theatrical rights, grand rights, or print rights. If you want to obtain any of those rights, you must contact the rights holder(s) directly, or ask us to provide Custom Licensing services. In addition, the Cover Song Licensing service does not allow you to obtain mechanical licenses for songs that do not comply with the compulsory mechanical licensing provisions of the Copyright Act.

For each song you submit to us for licensing, you agree that:
  1. You will not change the lyrics of the song.
  2. You will not change the fundamental melody of the song (general rearrangement is allowed, however).
  3. You will not request a song that has never been previously recorded and commercially released.
  4. You will not release any recording of any song for any purpose other than personal private listening by the end user.
  5. You will not sell copies of any recording of any licensed song outside of the United States without additional permission from the rights holder(s).

Under the Copyright Act, a mechanical license must be obtained from the copyright owner of the applicable musical composition prior to the manufacture or distribution of digital or physical copies. Under certain circumstances, even if the copyright owner cannot be found, or refuses a license, a so-called "compulsory license" can be obtained. Importantly, a compulsory license may only be obtained by giving a "Notice of Intention to Obtain a Compulsory License" to the copyright owner or their agent, before or within 30 days of making, and before distributing, any phonorecords (including digital copies).

Therefore, we require that you submit your request to Legacy at least 45 days in advance of your distribution of any copies. If that time limit has passed, Legacy will still try to help you and make every effort to secure a retroactive license on your behalf, but in that instance a license cannot be guaranteed. If a license cannot be secured and the time to secure a "compulsory license" has expired, any accrued royalties will be returned to you. In all events, you will be responsible for any claim by a publisher or copyright holder, and you agree to indemnify Legacy against any such claim in accordance with section 10 below.

7. Marketplace

The Marketplace allows users (as Seller) to post original compositions, soundalike, and licensed cover recordings with visual artwork (collectively Contributions) for other users (as Buyers) who are interested in obtaining music for non-commercial use to browse and purchase rights to the Seller's music, subject to the restrictions of these Terms of Use.

By providing Contributions to the Site, Sellers grant us and our service providers the right to use, reproduce, modify, perform, display and distribute the Contributions for use on our Site and in our Services (including for our business purposes) and to provide the license terms described to Buyers. By posting a Contribution, Seller explicitly agrees to allow Buyers to license the Contributions under the Standard License Agreement (the current version, which Legacy may change from time to time, is set forth here) in effect at the time of the transaction, unless Seller or Legacy provides overriding terms.

While Legacy may monitor and decide to remove any Contributions in our sole discretion, Sellers and Buyers understand and acknowledge that:
  1. Seller is responsible for any Contributions submitted to the Marketplace, and Seller—not Legacy—has full responsibility for the content, including the legality, reliability, accuracy, and appropriateness of that content.
  2. Buyers are responsible for the user of any Contributions obtained through the Marketplace, and Buyer—not Legacy—has full responsibility for their compliance with the terms of the applicable license.
Sellers represent and warrant that neither Contributions or the use thereof by us or Buyers in accordance with the license terms will:
  1. violate, plagiarize, misappropriate, or infringe upon the rights of any third party, including, without limitation, copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights;
  2. contain unlawful material;
  3. constitute false or misleading statements of fact or indications of origin;
  4. slander, libel or defame any person or entity;
  5. cause injury of any kind to any person or entity; or
  6. violate any applicable laws, rules, regulations or other governmental regulations.

When submitting Contributions for sale to potential buyers through the Marketplace, Sellers can select their preferred tier to determine Buyer pricing. Unless otherwise agreed by Legacy, Legacy will retain fifty percent (50%) of the Buyer's fees for cover recordings, and twenty-five percent (25%) of the Buyer's fees for original works. Legacy will deduct the amount of Legacy's fees described above and will pay Sellers quarterly for all Buyer transactions processed in the prior quarter when the amount in Seller's account reaches the level Seller designates during account registration. Legacy may also issue payments from your Account at additional times in its sole discretion. Sellers may be able to change the applicable pricing tier and add or remove Contributions from the Marketplace at any time. Seller must submit an International Standard Recording Code (ISRC), if Seller has one, at the time that Contribution is submitted; Legacy may obtain an ISRC for Contributions if Seller does not provide one.

Buyers represent and warrant that they will use a purchased Contribution solely in compliance with the applicable license terms approved by the Seller. Buyers acknowledge that individual Contributions purchased by Buyer may be downloaded (or re-downloaded) through Buyer's Marketplace account so long as the Contributions are available to the Marketplace. If Sellers remove their Contributions, those items may no longer be available for download (or re-download) or other access.

Legacy acts as an agent for Sellers in operating the Marketplace and is not a party to the license between Sellers and Buyers (though Legacy may be a third-party beneficiary with the ability to enforce the terms). Any license effected through the Marketplace is subject to the terms of the Standard License Agreement in effect at the time of the transaction (the current version, which Legacy may change from time to time, is set forth here), including the accreditation requirements in favor of Legacy, unless Legacy or the Seller provides an overriding custom license agreement. Sellers acknowledge that removing a Contribution from the Marketplace does not affect any license(s) granted to Buyers prior to the removal of the Contribution. Sellers will not make Content ID claims (or issue similar takedown requests) on third-party platforms against Buyers that have obtained sufficient license rights to use Seller's Contributions unless Buyers violate the limitations of the applicable license terms.

Please note that Legacy's Services for Marketplace Contributions do not include any legal opinion or clearance of third-party rights (other than cover song licensing of downloads from our Site). Legacy is not liable for any dispute between Seller and Buyer regarding the terms of the Standard License Agreement or any use of a Contribution according to its terms.

8. Custom Licensing Services

For songs not available for licensing through the Cover Song Licensing service, or for commercial uses outside the scope of the Marketplace Standard License Agreement, Legacy offers Custom Licensing services. For an additional charge, Legacy will provide consultation and assistance to submit your licensing request directly to the copyright proprietor(s). Custom licensing can be challenging because, under the Copyright Act, the copyright owners maintain total control of their works. This means they can set any fee, take all the time they need, and reject the licensing request outright. For this reason, it is important to manage your expectations.

Many factors affect the response, including budget, use and even the current workload of the copyright holder's processing department. For this reason, Legacy does not guarantee licensure in whole or in part for any custom request, and we also do not guarantee timing, or even that you will receive a response from the copyright holder. All Custom Licensing fees paid are final and are not eligible for refunds. This includes the upfront fee plus any additional fees paid upon acceptance of a license agreement.

When requesting Legacy's licensing services, you agree and warrant that you will provide accurate information, including song title(s), songwriter(s), publisher(s), track length and any other information requested, for the song(s) that you wish to license. Legacy is not responsible if licenses cannot be obtained, if the incorrect license is obtained, or if you pay insufficient publisher royalties as the result of inaccurate information in license requests.

You agree to limit your use of the songs you license to the format(s) and number of copies that you request Legacy to license on your behalf. Because you are asking Legacy to acquire a specific number and type of licenses, we must emphasize that any use of the song(s) in any format(s) or numbers of copies which are not requested and licensed is a violation of these Terms of Use and may also violate the rights of the applicable publisher or copyright holder.

For example, if you request mechanical licenses for 100 digital downloads that you intend to offer for download or sale, you are not authorized to reproduce the musical compositions in physical or ringtone format without further licensing. In addition, you are not authorized to produce or sell more than 100 digital downloads. The 101st digital download requires an additional license. It is your responsibility to ensure that additional mechanical licenses are requested BEFORE you offer the 101st digital download for download or sale. If you get to that point, contact us, and we will set you up for the additional units needed.

9. Refund Policy

You agree to read and accept our Refund Policy each time before making a purchase. Our refund policy is available online here: https://www.easysong.com/about/refund-policy.aspx

10. Referral Program

It is free to join our referral program. You can find more information regarding our referral program, including a description of the program, which of our Services and fees are and are not eligible for referral income, and current rates, at https://www.easysong.com/earn/, or any successor URL we provide on our Site. If you violate these Terms of Use, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all amounts otherwise payable to you under these terms and the rules of our referral program, whether or not directly related to such violation.

We do not make any representation, warranty, or covenant regarding the amount of income you can expect at any time in connection with our referral program, and we will not be liable for any actions you undertake based on your expectations.

You may not be eligible for participation in the referral program (and you may not include any referral links) if your websites or user accounts are inconsistent with Easy Song's brand image. Websites that contain, promote, or depict materials the following types of content are inconsistent with Easy Song's brand image:

  1. Sexually explicit or obscene content.
  2. Materials that promote or depict violence, or endorse or incite potentially dangerous, harmful, or other illegal acts.
  3. Materials that are hateful, harassing, harmful, abusive, or discriminatory (on any basis).
  4. Materials that are false, deceptive, libelous, or defamatory.
  5. Illegal content, or materials that promote illegal activities.
  6. Materials that violate any other person's intellectual property rights.

We may decide at any time whether to implement any guidelines to apply to the use and distribution of our referral links. If we determine that your use of the referral link we provide to you violates these guidelines or any other guidelines we establish, we may terminate your ability to generate referrals.

Except for this disclosure, unless required by applicable law or in accordance with these Terms of Use, you will not make any public references to your participation in the referral program without our advance written permission. You will not misrepresent or embellish our relationship with you, or express or imply any affiliation between us and you or any other person or entity. You will be solely responsible for your websites and any posting of your referral link. For example, you will be solely responsible for:

  1. the technical operation and all content of your websites, user accounts, postings, and all related equipment,
  2. displaying your referral link in compliance with all applicable laws, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, or other requirements of any applicable governmental authority (for example, if applicable, the U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising) and electronic marketing, data protection and privacy, and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your website or any third-party website where you post your referral link),
  3. creating and posting (and ensuring the accuracy, completeness, and appropriateness of) any materials posted on your website or through your user accounts,
  4. disclosing accurately and adequately and otherwise satisfying applicable legal requirements, either through a privacy policy or otherwise, the use of cookies, pixels, and other technologies by you and third parties and how you collect, use, store, and disclose data collected from visitors in accordance with applicable laws, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers, and providing information on the visitor's choices with respect to opting-out from online advertising where required by applicable law, and
  5. any use that you make of your referral link or the Easy Song name or trademarks, whether or not permitted under these Terms of Use.

In order to comply with the terms of our referral program, you must not:

  1. add to, delete from, or otherwise alter your referral link, except as authorized by Easy Song (any links must either include the Easy Song root domain or be run through a standard URL shortening service such as Bitly or TinyURL and otherwise comply with these Terms of Use);
  2. use your referral link in a manner that requires you to sublicense or otherwise give any rights in or to any links to any other person or entity,
  3. promptly remove from your websites and user account and delete or otherwise destroy any link or other content that we notify you is no longer available for your use,
  4. purchase, register or otherwise use any variation of "Easy Song," "Legacy Productions," or any of our Services (or variations or misspellings) for use in any online search engine or keyword advertising service. Please note that you may purchase paid search advertisements and submit links to search engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), so long as you otherwise comply with the Terms of Use,
  5. offer any person or entity any consideration, reward, for using your referral link,
  6. intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity,
  7. purchase any Services or engage in other transactions of any kind on our Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so (including, but not limited to, establishing a user account or requesting that another person establish a user account specifically to refer a user account owned or controlled by you in order to obtain kickback income on your own purchase of Services, or any other means to artificially increase your referral income),
  8. take any action that could reasonably cause any customer confusion.

11. Violations of Terms of Use

If you violate these Terms of Use or any other rights of Legacy or any third parties, including, without limitation, infringing the copyrights of Legacy's licensors, or any other third party, or if you manufacture, reproduce or distribute any recording(s) containing any musical composition(s) licensed by us for you beyond the number or type of mechanical licenses requested, Legacy and its licensors reserve the right to pursue any and all legal and equitable remedies against you, including without limitation, terminating your user account. In such event, you also agree to indemnify Legacy against any claim by such licensors or other third party in accordance with section 11 below. Upon our request, you will provide us with written certification that you have complied with the Terms of Use. Any failure to provide the certification in accordance with our request will constitute a material breach of the Terms of Use.

12. Indemnification

You will defend and indemnify Legacy, its officers, directors, employees, subsidiaries, affiliates and licensors against any and all losses, expenses, costs or damages (including without limitation reasonable attorneys' fees and litigation expenses) incurred by any or all of them as a result of your breach of these Terms of Use or your unauthorized use of the Site or any musical compositions licensed by Legacy on your behalf.

13. Disclaimer

THE SITE AND THE SERVICES ACCESSED THROUGH OR VIA THE SITE, ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS". WHILE LEGACY USES REASONABLE ENDEAVORS TO CORRECT ANY ERRORS OR OMISSIONS IN THE SITE AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO LEGACY'S ATTENTION, LEGACY MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE SITE, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES.

LEGACY DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY PART THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE SITE OPERATES, ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LEGACY DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE SITE WILL BE SECURE OR THAT ANY ELEMENTS OF THE SITE DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION.

LEGACY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IF THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS WILL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

14. Limitations of Liability

IN NO EVENT WILL LEGACY'S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS OF USE EXCEED THE GREATER OF $1,000 OR THE AMOUNT (IF ANY) PAID BY YOU TO LEGACY DURING THE PREVIOUS 12 MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. LEGACY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, WILL HAVE NO LIABILITY FOR:

  1. (a) ANY LOSS OR DAMAGE ARISING FROM:
    1. (i) YOUR INABILITY TO ACCESS OR USE THE SITE OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE SITE;
    2. (ii) ANY CHANGES THAT LEGACY MAY MAKE TO THE SITE OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE SITE OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;
    3. (iii) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTS HOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY'S RIGHTS OR YOUR USE OF THE SITE, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY LEGACY OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE SITE;
    4. (iv) ANY ERRORS OR OMISSIONS IN THE SITE'S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT; OR
    5. (v) YOUR FAILURE TO PROVIDE LEGACY WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL.
  2. (b) ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA, OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; OR
  3. (c) ANY LOSS OF PROFITS OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF LEGACY BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND LEGACY AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE MUST BE NOTIFIED TO LEGACY AS SOON AS POSSIBLE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LEGACY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND LEGACY, AND THAT LEGACY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF LEGACY, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS FOR: (I) ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE, (II) ANY FORM OF FRAUD OR DECEIT, (III) ANY DAMAGES CAUSED WILLFULLY OR BY GROSS NEGLIGENCE, OR (IV) ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

15. NO PROFESSIONAL ADVICE

No information provided in these Terms of Use, on the Site, or during phone conversations with Legacy representatives should be construed as legal, accounting or other professional advice. Legacy does not provide such services and the availability of background information here does not create any professional service relationship. Although Legacy has attempted to clearly and succinctly explain many of the rules associated with licensing musical compositions, none of the information provided here is an adequate substitute for obtaining advice and guidance from a lawyer, accountant or other licensed professional.

16. Third Party Sites

The Site may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, linked services (hereinafter External Services). Legacy does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Legacy does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.

External Services may have their own Terms of Use and/or privacy policy, and may have different practices and requirements from those of Legacy with respect to the Site. You are solely responsible for reviewing any Terms of Use, Privacy Policy and other terms governing your use of all External Services, which you acknowledge you use at your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services. Legacy disclaims all responsibility and liability for any harm resulting from your use of External Services, and you irrevocably waive any claim against Legacy with respect to the content or operation of any External Services.

17. Termination

Legacy may suspend your access to the Site and/or terminate these Terms of Use at any time if (i) you are deemed to be a repeat infringer of intellectual property rights; (ii) you are in breach of any of the material provision of these Terms of Use; (iii) Legacy elects at its discretion to cease providing access to the Site or Services in the jurisdiction where you reside or from where you are attempting to access the Site or Services, or (iv) in other reasonable circumstances as determined by Legacy at its discretion.

18. Electronic Communication and Contact

You consent to receive communications and your Licensing Agreement(s) from Legacy electronically. You agree that all contracts, licenses, notices and other communications provided to you in electronic format by us will satisfy any legal requirements that such documents or communications be in writing, and that such documents and communications have the same force and effect as though they had been provided in non-electronic form.

19. Assignment

Legacy may assign its rights and (where permissible by law) its obligations under these Terms of Use, in whole or in part, to any third party at any time without notice, including, without limitation, to any person or entity acquiring all or substantially all of the assets or business of Legacy. You may not assign these Terms of Use or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Legacy.

20. Applicable Law and Jurisdiction

These Terms of Use are subject to the laws of the United States, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the principles of conflict of laws (international private law). You agree, and Legacy agrees, to submit to the exclusive jurisdiction of the courts in Minneapolis, Minnesota, USA for resolution of any dispute, action or proceeding arising in connection with these Terms of Use. The provisions of this section do not apply to any claim in which Legacy seeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms of Use by Legacy or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Legacy, including with respect to your content, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms of Use.

21. Disclosures

The Services are offered by Legacy Productions, Inc., a corporation organized under the laws of the State of Minnesota, with its main place of business at 12800 Whitewater Drive #275, Minnetonka, MN 55343 USA. You may contact us by sending correspondence to that address or by emailing us at support@easysong.com. If you are a resident of the State of California, you may have these Terms of Use sent to you electronically by sending a letter to the above address with your electronic mail address and a request for these Terms of Use.

22. Waiver and Amendment

The failure by Legacy to take any action with respect to a breach by you of these Terms of Use does not waive any right to act with respect to subsequent or similar breach. Legacy may, from time to time, amend these Terms of Use and your use of the Site following any such amendment shall constitute your further agreement to follow and be bound by the amended Terms of Use.

23. Severability

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be modified so that it is valid and/or enforceable to the greatest extent possible under applicable law. All remaining provisions shall be unaffected and enforceable.

24. Entire Agreement

These Terms of Use, the Privacy Policy, and, if applicable, the Licensing Services Agreement between you and Legacy, collectively set forth the entire understanding between you and Legacy with respect to your use of the Site. It is understood that in the event of any conflict between these Terms of Use and the Licensing Services Agreement, these Terms of Use shall control.

This Copyright Registration Addendum (this Registration Addendum) governs the terms on which Legacy will provide you with certain music copyright registration services as described on the Site (the "Registration Services").

Please read these terms carefully prior to using or registering for the Registration Services. BY USING THE REGISTRATION SERVICES, YOU AGREE TO THE TERMS OF THIS REGISTRATION ADDENDUM AS WELL AS TO THE LEGACY TERMS OF USE. If you do not agree to all such terms, then you may not use the Registration Services. If, and to the extent, there is any conflict between the provisions of this Registration Addendum and the provisions of the Terms of Use, the terms of this Registration Addendum will control.

If you are registering for or adding the Registration Services on behalf of one or more other writers, a group, or a company or other entity, then you represent and warrant to Legacy that you are authorized to do so on their behalf and to bind them to this Registration Addendum. The terms "you" and "your" include all such persons and entities.

1. Acknowledgements

Legacy is an independent company in the business, among other things, of registering music with the U.S. Copyright Office. LEGACY IS NOT AFFILIATED WITH THE U.S. COPYRIGHT OFFICE.

Nothing in the Registration Services should be construed as offering legal advice or representation. LEGACY DOES NOT OFFER LEGAL ADVICE OR LEGAL SERVICES OF ANY KIND, NOR PROTECTION AGAINST CLAIMS OF COPYRIGHT INFRINGEMENT.

The information on the Site regarding the Registration Services should not be used as a substitute for the advice of a qualified attorney. The Registration Services are not intended to create an attorney-client relationship and no attorney-client relationship will be created with Legacy by using the Registration Services. If you need legal advice for your specific copyright problem, you should consult a licensed and qualified attorney in your area.

THE REGISTRATION SERVICES DO NOT INCLUDE REGISTRATION WITH ANY ORGANIZATION REGARDING LICENSING OR COLLECTION OF ROYALTIES. It is the music owner's responsibility to register his/her work(s) for purposes of licensing and royalties with the appropriate agencies, including, for example, ASCAP, BMI and SoundExchange.

Since Legacy does not listen to music files that are submitted for registration purposes, but only checks that they are submitted in the proper format, the physical integrity or usability of files submitted is not verified nor warranted by Legacy.

2. Fees

You agree to pay all Copyright Office filing fees and other fees as specified in your account registration or as otherwise authorized under your account. When you sign up for the Registration Services, you will be providing Legacy with credit card information and authorization to charge any fees you may incur in connection with your use of the Registration Services directly to your credit card account. If, at any time, Legacy is unable to charge or otherwise recover the relevant fees from the credit card provided, Legacy may suspend the Registration Services.

3. Changes

Legacy reserves the right at any time to modify this Registration Addendum and to impose new or additional terms or conditions on your use of the Registration Services. Legacy will inform you of any proposed modifications (e.g., by email or through your account page on the Site) and you may terminate this Registration Addendum upon written notice if you do not wish to accept them. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this Registration Addendum.

4. Warranties and Indemnification

You represent and warrant as follows:

  1. (a) You are at least 18 years of age.
  2. (b) All registration information and other information you submit to Legacy is and will remain truthful and accurate. You will notify Legacy promptly if any information changes or needs to be updated. If Legacy is put on notice with respect to a discrepancy or any inaccuracy with respect to information provided in any copyright registration, Legacy will have the right to suspend its services until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnity rights as stated below.
  3. (c) You will not interfere or attempt to interfere with the proper working of the Site or the Registration Services or any transaction conducted on Site and will not take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.
  4. (d) You will at all times defend, indemnify and hold harmless Legacy and its affiliates and their respective members, employees, affiliates, representatives, agents, licensees and distributors (collectively, the Other Indemnitees) from and against any and all claims, liabilities, damages, judgments, losses, costs and expenses, including actual out-of-pocket legal expenses and reasonable attorneys' fees, arising out of (i) any breach or alleged breach by you of any warranty, representation or agreement made herein, (ii) any act, error or omission committed by you or any person or entity acting on your behalf or under your direction or control, and (iii) any use or exploitation of your music. You will reimburse Legacy and the Other Indemnitees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim for which Legacy or the Other Indemnitees are entitled to be indemnified, or Legacy may elect to deduct any such payments from all sums otherwise due you hereunder.

5. Limitation of Liability / Disclaimer of Warranty

IN NO EVENT WILL LEGACY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE REGISTRATION SERVICES, EVEN IF LEGACY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LEGACY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LEGACY FOR THE REGISTRATION SERVICES.

THE REGISTRATION SERVICES ARE PROVIDED ON AN "AS-IS," "AS AVAILABLE" BASIS AND LEGACY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND REGARDING THE REGISTRATION SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LEGACY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE REGISTRATION SERVICES. IF, AND TO THE EXTENT, THESE DISCLAIMERS AND LIMITATIONS ARE LIMITED BY APPLICABLE LAW, THEY WILL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.

6. Miscellaneous

This Registration Addendum, together with the Legacy Privacy Policy and the Terms of Use applicable to the Site state the entire understanding between Legacy and you regarding the Site and the Registration Services. Legacy may assign or delegate this Registration Addendum or any or all of its rights and obligations hereunder to one or more third parties without notice to you. No waiver of any provision or default under this Registration Addendum will affect either party's rights thereafter and no waiver by either party will be deemed a continuing waiver. Except as expressly stated herein, neither party has made or makes any representations or warranties, express or implied, with respect to any matter contained in this Registration Addendum or with respect to the making of this Registration Addendum, all of which are expressly disclaimed. If any clause, sentence, paragraph or part of this Registration Addendum or the application thereof to any person, will for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment will be limited and confined in its operation to the clause, sentence, paragraph or part thereof directly involved in the controversy and will not affect the remainder of this Registration Addendum.

Legacy does not guarantee, represent, or warrant that your use of the Registration Services will be uninterrupted or error-free, and you agree that from time to time Legacy may suspend the Registration Services for indefinite periods of time for technical maintenance or upgrade or otherwise, or may cancel the Registration Services at any time, without notice to you. The functions and features of the Registration Services are subject to change without notice.

Your use of the Registration Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR REGISTRATION AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE REGISTRATION SERVICES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

This Registration Addendum is entered into in the State of Minnesota and will be construed in accordance with the laws of said state applicable to contracts to be wholly performed therein, without reference to any conflict of laws principles. The state and federal courts located in Hennepin County, Minnesota will have sole and exclusive jurisdiction over any controversies arising out of, or in connection with this Registration Addendum; any action or other proceeding which involves such a controversy will be brought in those courts.

This Publishing Administration Addendum (this Publishing Addendum) governs the terms on which Legacy will provide you with certain music publishing administration services as described in this Addendum (the Publishing Services).

Please read these terms carefully prior to using or registering for the Publishing Services. BY REGISTERING FOR THE PUBLISHING SERVICES OR SIGNING UP TO ADD THE PUBLISHING SERVICES, YOU AGREE TO THE TERMS OF THIS PUBLISHING ADDENDUM AS WELL AS TO THE LEGACY TERMS OF USE. If you do not agree to all such terms, then you may not use the Publishing Services. If, and to the extent, there is any conflict between the provisions of this Publishing Addendum and the provisions of the Terms of Use, the terms of this Publishing Addendum will control.

If you are registering for or adding the Publishing Services on behalf of one or more other writers, a group, or a company or other entity, then you represent and warrant to Legacy that you are authorized to do so on their behalf and to bind them to this Publishing Addendum. The terms "you" and "your" include all such persons and entities.

1. Grant of Rights

During the Term and Exploitation Period (as defined below), you grant to Legacy and its designees the exclusive rights of administration throughout the world (the Territory) with respect to 100% of your rights, title and interest (the Writer's Interest) in and to the musical compositions you submit to Legacy via the Legacy website (the Site) (collectively, the Compositions), except that with respect to the manufacture and distribution of physical copies of the Compositions, the rights granted hereunder will be nonexclusive. The rights you grant to Legacy include, without limitation, the exclusive (except as stated above) right, license, privilege and authority throughout the Territory with respect to Writer's Interest in and to the Compositions, whether now in existence or whether created during the Term, to do the following, as necessary:

  1. (a) To register the Compositions with the relevant performance rights organization(s) (e.g., ASCAP and/or BMI) (PROs) and other licensing agencies (e.g., The Harry Fox Agency) for which Legacy may offer such registration services (the Third Party Registrations). Third Party Registrations will be made according to the then current rules, terms and conditions of the applicable PRO or licensing organization, and may require the payment of fees as specified by Legacy. If Legacy makes additional PROs and licensing agency registrations available, you may request registration with such additional PROs and agencies at any time. If you are already registered with such PROs or other third parties, you will need to sign such letters of direction as Legacy provide to enable us to administer your account with such PROs or other third parties on your behalf during the Term and Exploitation Period. You acknowledge that Legacy will not be able to start collecting publishing income on your behalf unless and until the necessary Third-Party Registrations and/or letters of direction are accurately completed.
  2. (b) To perform and license others to perform the Compositions publicly or privately, for profit or otherwise, by any means or media whatsoever, whether now known or conceived and developed during the Term, including, without limitation, public or private live performances, radio broadcast, television, Internet and mobile telecom.
  3. (c) At your request or with your permission in each instance, to do or authorize others to do the following: (i) substitute new titles for any of the Compositions; (ii) make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions, in whole or in part, and in connection with any other musical, literary or dramatic material;(iii) add new lyrics to the music of any Composition or new music to the lyrics of any Composition, and (iv) prepare other derivative works based on the Compositions, regardless of any so-called "moral rights".
  4. (d) To make or cause to be made, and to license others to make phonograph records, master recordings, digital downloads, streams, podcasts, ringtones, soundtracks, pressings and any other mechanical, electrical or other reproductions of the Compositions, in whole or in part, including without limitation, the right to grant licenses to third parties authorizing so-called "sampling" and/or interpolation of the Compositions, and to use, manufacture, advertise, license, sell, or otherwise exploit such reproductions for any and all purposes, including, without limitation, private and public performances, radio, television, motion pictures, phonograph records, and any and all other means and devices, whether now known or conceived or developed during the Term, including any synchronization rights.
  5. (e) To print, publish, sell and distribute, and to authorize others to print, publish, sell and distribute, copies of the Compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Compositions, separately or together with other musical compositions, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music.
  6. (f) To sublicense any or all of the rights granted herein to any persons or entities.
  7. (g) To exercise and exploit during the Term and Exploitation Period exclusively, any and all other rights now existing or existing during the Term with regard to the Writer's Interest in all Compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called "grand rights" and small performance rights, including synchronization rights.
  8. (h) To administer and collect all monies derived from the exploitation of the Compositions during the Term and Exploitation Period throughout the Territory. After the Term and Exploitation Period, Legacy will continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term and/or Exploitation Period for a period of one year after the Exploitation Period. You understand that it is your responsibility to notify the relevant PROs or other third party licensing agencies or licensors at the end of the Exploitation Period, and if you fail to do so, Legacy may continue to receive income on your behalf. If Legacy receives monies that were earned after the applicable Exploitation Period for a particular Composition from a PRO or other third party licensing agency, licensor or other entity due to their acts or omissions or your failure to notify the relevant third party of the expiration of the Term, you acknowledge that our receipt thereof will not be a violation of this Publishing Addendum and that Legacy have the right to accept such monies on your behalf. In such event, our Administration Fees will apply to such monies, and Legacy will remit all Net Income to you as and when Legacy would otherwise have accounted to you if this Publishing Addendum and Term were still in effect.
  9. (i) To use the names (real and professional), biographical information and likenesses of the writers of the Compositions in connection with the marketing and/or promotion of the Compositions, the Site and the Publishing Services.
  10. (j) The rights granted to Legacy under this Publishing Addendum include the exclusive right to grant, administer and collect under so-called "micro" sync licenses (as that term is understood in the U.S. music publishing industry). "Micro" syncs include, by way of example and not limitation, blanket licenses for use of Compositions (or portions thereof, including lyrics or metadata) in videos, "art tracks," and other audio-visual content on social media platforms, within user-generated videos, slideshows, presentations and similar multimedia projects, in software apps, and on video sites and services such as YouTube, Vevo, and Vimeo.
  11. (k) With regard to YouTube, Legacy's rights include the right to identify, "claim" and "monetize" videos containing the Compositions by allowing the display of advertising, although you will be able to review those videos by logging into your account on the Site and it will be your responsibility to review those videos and confirm that they do, in fact, contain the Compositions. If you are a YouTube "partner" and provide Legacy with accurate details identifying your YouTube channel, then subject to the rest of these terms, Legacy will "whitelist" and not monetize your channel.

2. Licenses

You or your designee will be the contracting party in any licenses entered into in connection with the Publishing Services. You acknowledge that the license term of individual licenses may extend beyond the Term and/or Exploitation Period, including in perpetuity, and you authorize Legacy to enter into such licenses on your behalf.

3. Term / Termination

The term of this Publishing Addendum will begin on the date you register for the Publishing Services and will continue for a period of one year (the Term) unless earlier terminated by Legacy as stated below. The Term will automatically renew for consecutive 3-month periods (each a Renewal Term) unless you terminate the Term prior to the end of the then-current period by sending an email with a request to terminate along with your email address and user ID (a Cancellation Notice). Regardless of when you send a Cancellation Notice, termination will not be effective until the end of the period of the Term in which the notice is received.

Notwithstanding any termination of the Term, the rights granted and the Publishing Services provided under this Addendum will continue with respect to any particular Composition until the end of the Exploitation Period for such Composition. The Exploitation Period for a Composition will begin on the date you submit such Composition to Legacy and will continue until the later of (i) the end of the Term or (ii) 12 months after the date you submit the Composition to Legacy, unless earlier terminated by Legacy as stated below. For example, if you submit a Composition on January 1st and the Term ends on February 1st of that year, the Exploitation Period for that Composition will continue until December 31st of that year.

Legacy will continue to have the right to collect all income payable with respect to any Composition that was earned during the Exploitation Period for a period of one year after the date of expiration of the Exploitation Period for such Composition. Legacy will continue to account for and pay to you your share of all such income.

Legacy may terminate the Term and/or the Exploitation Period for any or all of the Compositions at any time upon written notice, for any reason or for no reason. Termination of your Account or of the Legacy service as a whole will also constitute termination of this Publishing Addendum.

After the Term and Exploitation Period, Legacy will continue to have the right, but not the obligation, to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term and/or Exploitation Period, and Legacy will continue to account to you your share of all such income.

4. Your Account

In order to use the Publishing Services, you must create a Legacy publishing account (your Account). You will be asked as part of the Account Registration to select a unique user name and password and to provide Legacy with accurate, complete registration information to obtain access to the Site and the Publishing Services. You will be solely responsible for any and all activity transacted and charges incurred under your Account, so please ensure that you keep your user name and password confidential and safe. If at any time your registration information changes or if you learn or suspect that your Account has been used or obtained by a person not authorized to use it, please notify Legacy immediately. Any materials submitted by you to Legacy will not be returned.

You authorize Legacy to sign all addendums and other documents, and do all acts, which Songtrust or any of its related business entities may require in connection with the Compositions and Legacy providing the Publishing Services.

5. Fees

Legacy will deduct and retain an administration fee of 11.76470588235294% of the Net Receipts (the Administration Fee) for its own account. As used herein, Net Receipts means the total amounts actually collected on your behalf by Legacy as mechanical royalties, performance royalties and music publishing royalties for "monetized" videos on YouTube which are attributable to the exploitation of the Writer's Interest in the Compositions, less an administration fee of 15% (the Songtrust Fee) which will be retained by Songtrust, Legacy's co-administrator of the Compositions. With respect to all other amounts actually collected on your behalf by Legacy which are derived from the exploitation of the Compositions, e.g. synchronization license fees, theatrical license fees and print royalties, Legacy will deduct and retain an administration fee of 25%, without any deduction by Songtrust.

6. Accounting

Legacy will pay to you all Net Income collected on your behalf in connection with the to the exploitation of the Writer's Interest in the Compositions. Net Income means the gross amounts actually received by Legacy on your behalf in connection with the exploitation of your Writer's Interest in the Compositions, less the Administration Fee and the Songtrust Fee, as applicable, and less all actual non-overhead costs and expenses paid or incurred by or on behalf of Legacy in connection with the administration and exploitation of the Compositions, the performance of this Publishing Addendum and the collection of income, including, without limitation audit fees, collection expenses and fees, and any taxes required to be deducted. With respect to licensees outside the United States, if applicable, monies received by or credited to Legacy which are directly attributable to exploitation of the Compositions in the United States will be calculated "at source".

If Legacy has, in its reasonable business judgment, reason to suspect that your Account has been subjected to and/or involved in fraudulent activities, Legacy reserves the right to suspend the payment of Net Income to your Account and to block your ability to withdraw funds from your Account until satisfactory resolution and/or explanation of the suspect activities is obtained. If, and to the extent that, any fraudulent activities are determined to be caused by your or your affiliates' actions or omissions, any costs incurred by Legacy (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Legacy from any monies otherwise payable to you hereunder. Certain of Legacy's licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies will be binding on you hereunder.

The Net Income payable by Legacy to you will be posted to your Account on or before the 10th day of April for the period ending the preceding December 31st, and on or before the 10th day of July for the period ending March 31st, and on or before the 10th day of October for the period ending the preceding June 30th and on or before the 10th day of January for the period ending the preceding September 30th, together with an account of the amounts earned by you during such quarterly period. Legacy will issue payments from your Account when the amount in your Account reaches the level you designate in your Account registration. Legacy may also issue payments from your Account at additional times in its sole discretion.

All accountings rendered and payments made by Legacy to you will be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to Legacy within one year from the date rendered. Statements and payments will be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) will be deemed a valid objection.

7. Changes

Legacy reserves the right at any time to modify this Publishing Addendum and to impose new or additional terms or conditions on your use of the Publishing Services. Legacy will inform you of any proposed modifications (e.g., by email or through your account page on the Site) and you may terminate this Addendum upon written notice if you do not wish to accept them. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this Publishing Addendum.

8. Warranties and Indemnification

You represent and warrant as follows:

  1. (a) You are at least 18 years of age and not currently signed to an exclusive songwriter contract, co-publishing contract, administration contract or other agreement regarding Writer's Interest in any Composition(s) or your songwriting services.
  2. (b) All registration information and other information you submit to Legacy is and will remain truthful and accurate. You will notify Legacy promptly if any information changes or needs to be updated. If Legacy is put on notice with respect to a discrepancy or any inaccuracy with respect to information provided in the Registration, Legacy will have the right to suspend payments generated in connection with the Composition(s) in question until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnity rights as stated below.
  3. (c) You have and will continue to have the full right, power and authority to enter into and fully perform this Publishing Addendum and grant the rights granted herein. Without limiting the foregoing, no consent or other permission of any third party is required, nor will it be required, in order to effectuate the grant of rights made to Legacy under this Publishing Addendum, or Legacy's enjoyment of such rights and the proceeds thereof as contemplated hereunder.
  4. (d) All Compositions are wholly original to you and no Composition or any portion thereof (including any music, title, lyrics or other material) infringes or will infringe any copyright, trademark, publicity rights or other statutory, common law or other rights of any third party; violates or will violate any applicable law, rule or regulation or will otherwise cause any harm to or liability for Legacy. No Composition contains a "sample" or other portion of a musical composition owned or controlled by a third party.
  5. (e) The Compositions are and will be free from any adverse claims, liens or encumbrances of any kind by any person or entity.
  6. (f) Legacy will not be required to make any payments of any nature for, or in connection with, the exploitation of the Compositions except as specifically stated herein.
  7. (g) You will not interfere or attempt to interfere with the proper working of the Site or the Publishing Services or any transaction conducted on Site and will not take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.
  8. (e) You will at all times defend, indemnify and hold harmless Legacy and its affiliates and their respective members, employees, affiliates, representatives, agents, licensees and distributors (collectively, the Other Indemnitees) from and against any and all claims, liabilities, damages, judgments, losses, costs and expenses, including actual out-of-pocket legal expenses and reasonable attorneys' fees, arising out of (i) any exercise of the rights granted under this Publishing Addendum, (ii) any breach or alleged breach by You of any warranty, representation or agreement made herein, (iii) any act, error or omission committed by You or any person or entity acting on your behalf or under your direction or control, and (iv) the Compositions and any use or exploitation thereof as contemplated under this Addendum. You will reimburse Legacy and the Other Indemnitees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim for which Legacy or the Other Indemnitees are entitled to be indemnified, or Legacy may elect to deduct any such payments from all sums otherwise due you hereunder.

9. Limitation of Liability / Disclaimer of Warranty

IN NO EVENT WILL LEGACY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE PUBLISHING SERVICES, EVEN IF LEGACY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LEGACY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LEGACY FOR THE PUBLISHING SERVICES.

THE SITE AND THE PUBLISHING SERVICES ARE PROVIDED ON AN "AS-IS," "AS AVAILABLE" BASIS AND LEGACY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND REGARDING THE SITE AND THE PUBLISHING SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LEGACY CANNOT GUARANTEE AND DOES NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE PUBLISHING SERVICES. TO THE EXTENT THESE DISCLAIMERS AND LIMITATIONS ARE LIMITED BY APPLICABLE LAW, THEY WILL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.

10. Miscellaneous

This Publishing Addendum, together with the Legacy Privacy Policy and the Terms of Use applicable to the Site state the entire understanding between Legacy and you regarding the Site and the Publishing Services. Legacy may assign or delegate this Publishing Addendum or any or all of our rights and obligations hereunder to one or more third parties without notice to you. No waiver of any provision or default under this Publishing Addendum will affect either party's rights thereafter and no waiver by either party will be deemed a continuing waiver. Except as expressly stated herein, neither party has made or makes any representations or warranties, express or implied, with respect to any matter contained in this Publishing Addendum or with respect to the making of this Publishing Addendum, all of which are expressly disclaimed. If any clause, sentence, paragraph or part of this Publishing Addendum or the application thereof to any person, will for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment will be limited and confined in its operation to the clause, sentence, paragraph or part thereof directly involved in the controversy and will not affect the remainder of this Publishing Addendum.

You acknowledge that any exploitation of the Compositions is speculative and that Legacy cannot guarantee that the Compositions will be commercially exploited or that any Net Income will be generated or earned hereunder. You waive all claims and warrant, represent and agree that you will not make any claim, nor will any liability be imposed upon Legacy based upon a claim, that more Net Income could have been generated or better business achieved than that which was actually generated or achieved by Legacy and/or its licensees.

Legacy does not guarantee, represent, or warrant that your use of the Site or the Publishing Services will be uninterrupted or error-free, and you agree that from time to time Legacy may suspend the Site and the Publishing Services for indefinite periods of time for technical maintenance or upgrade or otherwise, or may cancel the Publishing Services at any time, without notice to you. The functions and features of the Site and the Publishing Services are subject to change without notice.

Your use of the Site and the Publishing Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR REGISTRATION AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE PUBLISHING SERVICES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

The Legacy logo and other Legacy trademarks, service marks, graphics and other logos used on the Site or in connection with the Publishing Service are trademarks or registered trademarks in the U.S. and/or other countries. You do not have any right or license with respect to any of those items.

This Publishing Addendum is entered into in the State of Minnesota and will be construed in accordance with the laws of said state applicable to contracts to be wholly performed therein, without reference to any conflict of laws principles. The state and federal courts located in Hennepin County, Minnesota will have sole and exclusive jurisdiction over any controversies arising out of, or in connection with this Publishing Addendum; any action or other proceeding which involves such a controversy will be brought in those courts.

11. Specific Regions and Territories

Each country and region may have specific rules or terminology that may impact your relationship with your PRO. The substantial Grant of Rights and Publishing Services will remain the same, but please be sure to review the rules of your PRO to see if your relationship with your PRO is affected. With regard to registrations with PROs in Australia, New Zealand and Papua New Guinea (e.g. with APRA AMCOS), Legacy will provide you with a Letter of Confirmation confirming the relationship between you and Legacy with respect to the Compositions.

This Licensing Support Addendum (this Licensing Support Addendum) governs the terms on which Legacy provides music licensing support services as described in this Addendum (the Licensing Support Service).

Please read these terms carefully prior to using or registering for the Licensing Support Service. BY REGISTERING FOR THE LICENSING SUPPORT SERVICE OR SIGNING UP TO ADD THE LICENSING SUPPORT SERVICE, YOU AGREE TO THE TERMS OF THIS LICENSING SUPPORT ADDENDUM AS WELL AS TO THE LEGACY TERMS OF USE. If you do not agree to all such terms, then you may not use the Licensing Support Service. If, and to the extent, there is any conflict between the provisions of this Licensing Support Addendum and the provisions of the Terms of Use, the terms of this Licensing Support Addendum will control.

If you are registering for or adding the Licensing Support Service on behalf of a group, company or other entity, then you represent and warrant to Legacy that you are authorized to do so on their behalf and to bind them to this Licensing Support Addendum. The terms "you" and "your" include all such persons and entities.

1. Grant of Rights

During the Term (as defined below), you hereby appoint Legacy and its designees, the non-exclusive right to solicit, evaluate, manage, and/or obtain music license requests on your behalf throughout the world (the Territory), and to act as your authorized representative to do the same, with respect to all of your right, title and interest in and to the musical composition(s) and/or sound recording(s) you submit to Legacy via the Legacy website (the Site) (individually and collectively, the Catalog). The rights you grant Legacy include, without limitation, the following, as necessary:

  1. (a) To collect all monies derived from the exploitation of the Catalog throughout the Territory with respect to monies earned from music licenses that were solicited, evaluated, managed and/or obtained, in whole or in part, by Legacy during the Term. After the Term, Legacy will continue to have the right to collect all income payable with respect to any license substantially negotiated during the Term.
  2. (b) To describe itself as your "authorized representative" in connection with the marketing and/or promotion of the Catalog, the Site and the Licensing Support Service.
  3. (c) To use your name(s) (real and professional), biographical information and likeness in connection with the marketing and/or promotion of the Catalog, the Site and the Licensing Support Service.
  4. (d) To use your intellectual property including, but not limited to, your trademarks, copyrights, and other intellectual property whether registered or unregistered, in connection with the marketing and/or promotion of the Catalog, the Site and the Licensing Support Service.

2. Licenses

You or your designee will be the contracting party in any license entered into in connection with the Licensing Support Service. You acknowledge that the license term of individual licenses may extend beyond the Term, including in perpetuity, and you authorize Legacy to solicit, evaluate, manage, and/or obtain such licenses on your behalf.

3. Third Party Clearances

You will be responsible for obtaining and paying for any and all clearances or licenses required for the use of the Catalog. Without limiting the generality of the foregoing, you shall be responsible for and shall pay: (i) any royalties and other sums due to artists (featured and non-featured), authors, co-authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of the Catalog, (ii) all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in the Catalog from sales or other uses of the Catalog, (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or SAG-AFTRA), and (iv) any other royalties, fees and/or sums payable with respect to the Catalog or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so-called "artist royalties" that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting the Catalog. To the extent permitted by law, you hereby waive any so-called "moral rights" in the Catalog applicable under the laws of any jurisdiction.

4. Term / Termination

The term of this Licensing Support Addendum will begin on the date you register for the Licensing Support Service and will continue for a period of one year (the Term) unless earlier terminated by Legacy as stated below. The Term will automatically renew for consecutive 3-month periods (each a Renewal Term) unless you terminate the Term prior to the end of the then-current period by sending an email with a request to terminate along with your email address and user ID (a Cancellation Notice). Regardless of when you send a Cancellation Notice, termination will not be effective until the end of the period of the Term in which the notice is received.

Legacy may terminate this Licensing Support Addendum, the Licensing Support Service, or any part thereof, at any time upon written notice, for any reason or for no reason. Termination of your Account or of the Legacy service as a whole will also constitute termination of this Licensing Support Addendum.

After the Term, Legacy will continue to have the right, but not the obligation, to collect all income payable in respect of music licenses of Catalog earned during the Term, and Legacy will continue to account to you your share of all such income.

You understand that it is your responsibility to notify the relevant third-party licensing agencies or licensors or other entity at the end of the Term, and if you fail to do so, Legacy may continue to receive income on your behalf. If Legacy receives monies that were earned after the Term from a third-party licensing agency, licensor or other entity due to their acts or omissions or your failure to notify the relevant third party of the expiration of the Term, you acknowledge that our receipt thereof will not be a violation of this Licensing Support Addendum and that Legacy has the right to accept such monies on your behalf. In such event, our Service Fee (defined below) will apply to such monies, and Legacy will remit all Net Sums to you as and when Legacy would otherwise have accounted to you if this Licensing Support Addendum was in effect.

5. Your Account

In order to use the Licensing Support Service, you must create a Legacy licensing account (your Account). You will be asked as part of the Account Registration to select a unique user name and password and to provide Legacy with accurate, complete registration information to obtain access to the Site and the Licensing Support Service. You will be solely responsible for any and all activity transacted and charges incurred under your Account, so please ensure that you keep your user name and password confidential and safe. If at any time your registration information changes or if you learn or suspect that your Account has been used or obtained by a person not authorized to use it, please notify Legacy immediately. Any materials submitted by you to Legacy will not be returned.

6. Fees

Legacy will deduct and retain a service fee of 25% of the Net Receipts (the Service Fee) for its own account. As used herein, Net Receipts means the total amounts actually collected on your behalf by Legacy in connection with a licensed use of the Catalog, including, without limitation, synchronization license, master license, theatrical license, mechanical license, public performance license, print rights license, less all actual, reasonable, non-overhead costs paid or incurred by Legacy solely in connection with the exploitation of Catalog and the collection of income.

7. Accounting

Legacy will pay to you all Net Income collected on your behalf in connection with licensing of the Catalog. Net Income means the total amounts actually collected on your behalf by Legacy in connection with a licensed use of the Catalog, including, without limitation, synchronization license, master license, theatrical license, mechanical license, public performance license, print rights license, less all actual, reasonable, non-overhead costs paid or incurred by Legacy solely in connection with the exploitation of Catalog and the collection of income, including, without limitation, audit fees, collection expenses and fees, and any taxes required to be deducted.

If Legacy has, in its reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent activities, Legacy reserves the right to suspend the payment of Net Income to your Account and to block your ability to otherwise withdraw funds therefrom, until satisfactory resolution and/or explanation of the suspect activities is obtained. To the extent that any fraudulent activities are determined to be caused by your or your affiliates' actions or omissions, any costs incurred by Legacy (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Legacy from any monies otherwise payable to you hereunder. Certain of Legacy's licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies will be binding on you hereunder.

The Net Income payable by Legacy to you will be posted to your Account on or before the 10th day of April for the period ending the preceding December 31st, and on or before the 10th day of July for the period ending March 31st, and on or before the 10th day of October for the period ending the preceding June 30th and on or before the 10th day of January for the period ending the preceding September 30th, together with an account of the amounts earned by you during such quarterly period. Legacy will issue payments from your Account when the amount in your Account reaches the level you designate in your Account registration. Legacy may also issue payments from your Account at additional times in its sole discretion.

All accountings rendered and payments made by Legacy to you will be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to Legacy within one year from the date rendered. Statements and payments will be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) will be deemed a valid objection.

8. Intellectual Property Rights

  1. (a) You have the sole right and discretion to prevent or abate any actual or threatened infringement, misappropriation, breach of contract or other violation of your rights, and to attempt to resolve any claims relating to, the Catalog, including by: (i) prosecuting or defending any action of any kind; and (ii) taking any other lawful action that you, in your sole discretion, believe is reasonably necessary to protect, enforce, or defend the validity of your rights in the Catalog. You shall bear your own costs and expenses in all such actions and have the right to exclusive control over the conduct of the action.
  2. (b) All intellectual property right in and to the Site and the Licensing Support Service, including the compilation of content, postings, links to other Internet resources, and descriptions of those resources and related websites and/or software are owned by Legacy and/or its licensors, who reserve all their rights in law and equity. Easy Song®, Easy Song Licensing®, the Easy Song logo, and other Easy Song trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Legacy Productions, Inc. d/b/a Easy Song. Any other trade- or service marks referenced belong to their respective owners. You are granted no right or license with respect to any of the foregoing.
  3. (c) If you send or transmit any communications or materials to Legacy suggesting or recommending changes, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (Feedback), Legacy is free to use such Feedback without limitation. You hereby assign to Legacy all right, title, and interest in, and Legacy is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Legacy is not required to use any Feedback.

9. No Guarantee of Income

You acknowledge that any exploitation of musical works is speculative, and that Legacy cannot guarantee that your Catalog will be exploited at all or that any money will be generated or earned hereunder. You waive all claims and warrant, represent and agree that you will not make any claim, nor will any liability be imposed upon Legacy based upon a claim, that more money could have been generated or better business achieved than that which was actually generated or achieved by Legacy and/or its licensees.

10. Confidential Information

Legacy may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, Confidential Information). You agree not to disclose the Confidential Information to any person or entity. Your obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years from the date first disclosed to you; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Licensing Support Addendum for as long as such Confidential Information remains subject to trade secret protection under applicable law.

11. Changes

Legacy reserves the right at any time to modify this Licensing Support Addendum and to impose new or additional terms or conditions on your use of the Licensing Support Service. Legacy will inform you of any proposed modifications (e.g., by email or through your account page on the Site) and you may terminate this Addendum upon written notice if you do not wish to accept them. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this Licensing Support Addendum.

12. Representations and Warranties

You represent and warrant as follows:

  1. (a) You are at least 18 years of age (or the age of majority in your state of residence).
  2. (b) All registration information and other information you submit to Legacy is and will remain truthful and accurate. You will notify Legacy promptly if any information changes or needs to be updated. If Legacy is put on notice with respect to a discrepancy or any inaccuracy with respect to any information you have provided, Legacy shall have the right to suspend payments generated in connection with the Catalog in question until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnity rights as set forth herein.
  3. (c) You have and will continue to have the full right, capacity, power and authority to enter into and fully perform this Licensing Support Addendum and grant the rights granted herein. Without limiting the foregoing, no consent or permission of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to Legacy under this Licensing Support Addendum, or Legacy's enjoyment of such rights and the proceeds thereof as contemplated hereunder.
  4. (d) All Catalog are wholly original to you and no Catalog or any portion thereof (including any music, title, lyrics or other material) infringes or will infringe any copyright, trademark, publicity rights or other statutory, common law or other rights of any third party; violates or will violate any applicable law, rule or regulation or will otherwise cause any harm to or liability for Legacy. No Catalog contains unlicensed "samples," unlicensed interpolations or other unlicensed material.
  5. (e) Catalog is and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity.
  6. (f) Legacy will not be required to make any payments of any nature for, or in connection with, the exploitation of the Catalog except as specifically set forth herein.
  7. (g) You will not interfere or attempt to interfere with the proper working of the Site or the Licensing Support Service or any transaction conducted on Site and will not take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.
  8. (h) You will at all times defend, indemnify and hold harmless Legacy and its affiliates and their respective members, employees, affiliates, representatives, agents, licensees and distributors (collectively, the Other Indemnitees) from and against any and all claims, liabilities, damages, judgments, losses, costs and expenses, including actual out-of-pocket legal expenses and reasonable attorneys' fees, arising out of: (i) any exercise of the rights granted under this Licensing Support Addendum, (ii) any breach or alleged breach by you of any warranty, representation or agreement made herein, (iii) any act, error or omission committed by you or any person or entity acting on your behalf or under your direction or control, and (iv) the Catalog and any use or exploitation thereof as contemplated under this Addendum. You will reimburse Legacy and the Other Indemnitees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim for which Legacy or the Other Indemnitees are entitled to be indemnified, or Legacy may elect to deduct any such payments from all sums otherwise due you hereunder.

13. Limitations of Liability / Warranty Disclaimer

IN NO EVENT WILL LEGACY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE LICENSING SUPPORT SERVICE, EVEN IF LEGACY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LEGACY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LEGACY FOR THE LICENSING SUPPORT SERVICE IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE SITE AND THE LICENSING SUPPORT SERVICE ARE PROVIDED ON AN "AS-IS," "AS AVAILABLE" BASIS AND LEGACY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND REGARDING THE SITE AND THE LICENSING SUPPORT SERVICE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LEGACY CANNOT GUARANTEE AND DOES NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE LICENSING SUPPORT SERVICE. TO THE EXTENT THESE DISCLAIMERS AND LIMITATIONS ARE LIMITED BY APPLICABLE LAW, THEY WILL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.

LEGACY IS NOT A LAW FIRM AND ITS EMPLOYEES ARE NOT ATTORNEYS NOR ARE WE AFFILIATED OR ASSOCIATED WITH ATTORNEYS. LEGACY DOES NOT PRACTICE LAW AND DOES NOT GIVE LEGAL ADVICE OR LEGAL SERVICE OF ANY KIND. LEGACY, ITS SERVICE, AND/OR ITS FORMS ARE NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY.

14. Miscellaneous

This Licensing Support Addendum, together with the Legacy Privacy Policy and the Terms of Use applicable to the Site state the entire understanding between Legacy and you regarding the Site and the Licensing Support Service. Legacy may assign or delegate this Licensing Support Addendum or any or all of our rights and obligations hereunder to one or more third parties without notice to you. No waiver of any provision or default under this Licensing Support Addendum will affect either party's rights thereafter and no waiver by either party will be deemed a continuing waiver. Except as expressly stated herein, neither party has made or makes any representations or warranties, express or implied, with respect to any matter contained in this Licensing Support Addendum or with respect to the making of this Licensing Support Addendum, all of which are expressly disclaimed. If any clause, sentence, paragraph or part of this Licensing Support Addendum or the application thereof to any person, will for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment will be limited and confined in its operation to the clause, sentence, paragraph or part thereof directly involved in the controversy and will not affect the remainder of this Licensing Support Addendum.

You acknowledge that any exploitation of the Catalog is speculative and that Legacy cannot guarantee that the Catalog will be commercially exploited or that any Net Income will be generated or earned hereunder. You waive all claims and warrant, represent and agree that you will not make any claim, nor will any liability be imposed upon Legacy based upon a claim, that more Net Income could have been generated or better business achieved than that which was actually generated or achieved by Legacy and/or its licensees.

Legacy does not guarantee, represent, or warrant that your use of the Site or the Licensing Support Service will be uninterrupted or error-free, and you agree that from time to time Legacy may suspend the Site and the Licensing Support Service for indefinite periods of time for technical maintenance or upgrade or otherwise, or may cancel the Licensing Support Service at any time, without notice to you. The functions and features of the Site and the Licensing Support Service are subject to change without notice.

It is expressly agreed that the parties shall be independent contractors and that the relationship between the parties shall not constitute a partnership, joint venture or agency. Neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior consent of such other party.

Your use of the Site and the Licensing Support Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR REGISTRATION AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE LICENSING SUPPORT SERVICE. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

This Licensing Support Addendum is entered into in the State of Minnesota and will be construed in accordance with the laws of said state applicable to contracts to be wholly performed therein, without reference to any conflict of laws principles. The state and federal courts located in Hennepin County, Minnesota will have sole and exclusive jurisdiction over any controversies arising out of, or in connection with this Licensing Support Addendum; any action or other proceeding which involves such a controversy will be brought in those courts.

Contact Information for Legacy Productions' Designated Agent for receiving notifications of claimed infringement under the Digital Millennium Copyright Act is:

Easy Song
12800 Whitewater Drive Suite 275
Minnetonka, MN 55343
dmca@easysong.com

If you believe any information or material found on our Site constitutes copyright infringement, please contact our designated agent by email or other written notice that includes the following information:

  1. an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
  2. identification of the copyrighted work claimed to have been infringed;
  3. a description of where the material that you claim is infringing is located on our Site;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

In accordance with the Digital Millennium Copyright Act Legacy has adopted a policy of terminating, in appropriate circumstances and in Legacy's sole discretion, users who are deemed to be repeat infringers.

Any information submitted to Legacy as part of a copyright notice my be shared by us with the reported users.

Please be advised that you may be held liable for damages if you make material misrepresentations in a copyright notice. If you are not sure that material located on or linked to by the Site infringes your copyright interests, you should consider first contacting an attorney.

This License Agreement is between [_____] (Seller) and [_____] (Buyer) and effective as of [_____].

Seller posted an original composition, soundalike, or cover recording titled [_____] (Contribution) to Legacy Productions Inc.'s (Legacy) EasySong.com Marketplace, and agrees to grant to Buyer a license to the Contribution as further set forth below. Contributions made available through the Legacy marketplace are licensed, not sold, to Buyer, and subject to Buyer's prior acceptance of either this Standard License Agreement or a custom end user license agreement between Buyer and Seller, if one is provided. Seller reserves all rights not expressly granted to Buyer under this Standard License Agreement.

Legacy (and its successors and assigns) is a third-party beneficiary to this license agreement for the purpose of enforcing the terms.

Important Definitions:

"Commercial Use" means any use that makes a specific appeal or call to action (join, buy, donate, pay, etc.) or serves as advertisement. For clarity, Commercial Use includes any use in connection with physical and electronic merchandise, or other goods and services of any company, community group, or other political, religious, civil, or social agenda.

"Branded Use" means any use that prominently features a trademark, service mark, brand, logo, name, product, website, slogan. For clarity, Branded Use includes any visual display or oral reference to the brand name, company, community group, product or service, website, logo, or slogan that prompts the viewer or listener to take action with respect to any Commercial Use, or any use that requires disclosures under the Federal Trade Commission's (FTC) endorsement guides.

"Thresholds" means:

  • Where Buyer uses a Contribution as part of a live stage production, up to $100,000 USD in gross receipts.
  • Where Buyer uses a Contribution in any product or production that is not a live stage production, up to the first threshold reached below:
    1. 1,000 individual units sold, distributed, or otherwise made available to third parties (whether electronic downloads, physical copies, or other format); or
    2. $10,000 USD in gross receipts associated with Buyer's use of the Contribution.

Package Rights: Buyer has selected the [_____] rights, as further set forth below (the Package Rights)

  1. Audio Only for Buyer Creative Project – includes limited derivative or adaptive use for works created by Buyer where the master sound recording of the Contribution is used as a backing track (provided that Buyer may use the Contribution only within Buyer's own newly-created sound recording(s) in a manner that renders the final product substantially dissimilar to the original sound of the Contribution) for use that is (a) not Branded Use; and (b) not Commercial Use. These rights do not include the right to use the Contribution on a social media platform that typically includes video or other visual display features (e.g., YouTube, Instagram, TikTok), or for use on a podcast or audiobook (whether or not the podcast or audiobook is offered at any or no cost to the end user), or as any downloadable content that is sold or otherwise provided to third parties in connection with any Commercial Use.
  2. Video and Social Media – includes the Audio Only for Buyer Creative Project Rights as well as the ability to use Seller's Contributions, unchanged, if synched to visual content as part of informational and recreational visual content (e.g., informational or recreational YouTube accounts, Instagram posts or reels; or other visual or streaming platform), in each case where Buyer's content or posting does not constitute Branded Use or Commercial Use. This level of rights does not include the ability to use a Contribution as part of a podcast or audiobook.
  3. All Non-Commercial – includes the Audio Only for Buyer Creative Project Rights, as well as the Video & Social Media rights included above, as well as use of the Contribution as part of the content of any individual production in connection with a Commercial Use that falls within the defined Thresholds, including in a single episode of a podcast and/or television broadcast owned or controlled by Buyer that is a part of the same production.

For clarity, none of the Package Rights above include any of the following:

  1. Any Branded Use or Commercial Use (beyond the limited, explicit rights granted above).
  2. Subscription video on demand.
  3. Use in video games or apps.

Any rights not explicitly included in the Package Rights are not granted. If Buyer has a question as to the scope of allowed use, Buyer should confirm Seller's understanding prior to accepting these Standard License Terms, or obtain Seller's written confirmation as to any proposed scope of use not explicitly included in the Package Rights.

Buyer must include the standard accreditation in favor of Seller on any release of the Contribution made by Buyer, as shown below:

[Seller accreditation (if any)]
Used by permission
via Easy Song Marketplace
https://www.easysong.com/marketplace

License Grant: Seller hereby grants to Buyer a non-exclusive, nontransferable license to use the Contribution for which Buyer has paid the applicable fees subject to the limitations or requirements of the selected Package Rights. Except as provided by the Package Rights, Buyer may not (a) transfer, redistribute or sublicense the Contribution; (b) upload to any file sharing site or offer for resale or public transmission any Contribution unless mixed into Buyer's own original music productions in accordance with the Package Rights, (c) copy, reverse-engineer, disassemble, modify, or create derivative works of the Contribution, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or explicitly included in the Package Rights); or (d) use the Contribution in any way that violates applicable law or regulation (including but not limited to the FTC endorsement guides), the intellectual property rights of any third party, or any contractual obligation Buyer has with any other party.

Term: This Standard License Agreement is effective until terminated as set forth herein. Buyer's rights under this Standard License Agreement will terminate automatically if Buyer fails to comply with any of its terms.

Warranty: Seller represents and warrants that it has all right, title, and interest in and to the Contribution required to make the Package Rights available to Buyer. Buyer represents and warrants it will use the Contribution solely in compliance with the Package Rights and other requirements of this Standard License Agreement.

EXCEPT AS EXPLICITLY STATED, THE CONTRIBUTIONS ARE MADE AVAILABLE "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SELLER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

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