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Terms Of Use

TIMBREDIO, INC. dba Tambr
(“TIMBREDIO” OR "WE” OR “US” OR “COMPANY”)
18835 PAWNEE LANE SOUTH BEND, IN 46637
Updated: 2/26/2019

The following constitutes the terms of use (the “Terms") between us: By creating an account, posting content to, or otherwise using the services of Timbredio, or accessing any content or material that is made available by Timbredio, you are entering into a binding contract with Timbredio, Inc.

1. 1. APPOINTMENT:
   • (a) You hereby grant to Timbredio the non-exclusive right throughout the world to be the distributor of Digital Audio Products embodying the masters delivered by you (hereinafter the “Master(s)”).
   
   
   • (b) "Digital Audio Products:" all digital phonograph downloads, digital streams, or any other mass-marketable digital media device containing pre-recorded music and/or visual images by which sound and/or visual images may be electronically disseminated now or in the future.
   
   
   • (c) You hereby assign to Timbredio the non-exclusive right to use without any additional payment or liability the names, likenesses, and biographical material of or relating to the Artist, along with that of any producers or featured artists associated with the Master(s).


2. 2. TERM: The term shall begin with use of Timbredio services as defined above, and will continue until either you discontinue use of the service or Timbredio terminates your account, provided that Timbredio has 30 days after such discontinued use to remove the masters from its platform.


3. 3. REMOVAL AND TERMINATION: Timbredio Inc. reserves the right to remove any Masters which in its sole judgment are deemed to be offensive, obscene, contrary to the values of Timbredio, Inc., or in violation of any terms of this Agreement. Timbredio Inc. also reserves the right to terminate any artist account at any time for any artist who violates the terms of this Agreement or which in its sole judgment acts in a way contrary to the values of Timbredio Inc.


4. 4. DISTRIBUTION SERVICES: Contingent upon your complete and satisfactory delivery of the Masters, including (i) digital master tapes or digital computer files for the Masters technically and commercially satisfactory for the distribution and sale of audio products; (ii) label copy, liner notes, lyrics and all publishing credits; (iii) true copies of each guest artist’s agreement with you and any clearances from each guest artist’s applicable label (if guest artist is subject to an exclusive recording artist agreement with another entity), if any; (iv) true copies of each producer agreement; (v) true copies of each sample license, if any; (vi) true copies of all mechanical licenses for compositions embodied in the recording which are authored or co-authored by writers other than you (provided that your entry into this agreement shall constitute a valid mechanical license for tracks in which you are the songwriter); (vii) cover art and other imaging in accordance with Timbredio’s then-current specifications, which shall be subject to change from time to time; (viii) a completed W9, as attached hereto, for Artist; and (ix) any other elements or approvals reasonably requested by us, Company shall furnish, at its expense, the following services:
   1. (a) Encoding of the Master audio files into the appropriate formats.
   
   
   2. (b) Delivery of such audio files and meta data to its digital streaming radio platform.
   
   
   3. (c) Billing and collection of all sums arising from our exploitation of the Master and all related Digital Audio Products hereunder.


5. 5. REVENUE DISTRIBUTIONS: Royalties shall accrue in accordance with the following:
   1. (a) Prior to each quarterly accounting period, Timbredio shall allocate a share of gross revenue, which shall be disbursed to member-artists in the form of royalty payments (the “Royalty Share”). The Royalty Share shall be adjusted periodically and in good faith in accordance with Timbredio’s reasonable business judgment.
   
   
   2. (b) Royalties for each Master(s) shall be apportioned as a pro-rata share of that Master’s number of “Positive Reactions” by Timbredio users in the given accounting period. “Positive Reaction” for the purposes of this agreement refers specifically to a system whereby Timbredio Inc. allows subscribers to indicate their interest in a song by clicking a “like,” smiley face, thumbs up or other reaction as provided by Timbredio Inc., and which is recorded by Timbredio Inc. Each subscriber can only give a single Positive Reaction to any one song, and that Positive Reaction stays in place for the length of the time the song is made available to subscribers by Timbredio Inc.
   
   
   3. (c) Solely for the purposes of demonstration, if the Royalty Share for a given accounting period reflected a cash-value of $10,000, and 5% of “likes” for the given accounting period were attributable to Artist’s Master(s), then Artist’s all-in royalty would be $500 for the given period.


6. 6. ACCOUNTINGS:
   1. (a) Statements hereunder will be sent by us to you within thirty (30) days following the close of each quarter, together with payment of monies owed, if any, on sales for which we have received payment.
   
   
   2. (b) We will have the right to deduct from any amounts payable to you hereunder such portion thereof as may be required to be deducted by law, and you will promptly execute and deliver to us such forms and other documents as may reasonably be required in connection therewith.


7. 7. PUBLISHING ROYALTY ADMINISTRATION: You will be responsible for securing all of the necessary publishing licenses from the songwriters or publishers and making the required royalty payments. In the event that you fail to adhere to the obligations set forth in this Paragraph, and we become aware of such failure, we reserve the right, but not the obligation, to withhold monies otherwise payable to you hereunder in order to account to third parties for publishing royalties owed on your behalf.


8. 8. WARRANTIES AND INDEMNITY:
   1. (a) You hereby represent and agree that you have reached the age of majority and are otherwise of competent age and mental capacity to agree to the Terms and use the Timbredio service in your jurisdiction, or if you are under the age of majority, you represent and agree that a parent or legal guardian also agrees to this section on your behalf.
   
   
   2. (b) By creating a Timbredio account, you acknowledge and agree that the information you have provided is, to your knowledge, accurate and true. You further represent and warrant that you shall not share your account information with other users or third parties, nor shall you access the accounts of other Timbredio users without permission under any circumstances.
   
   
   3. (c) You warrant and represent that no material embodied in or accompanying the Master(s) will violate any law or infringe upon or violate the rights of any third party.
   
   
   4. (d) You warrant and represent that the Master(s) do not contain any unlicensed sampled material.
   
   
   5. (e) You agree to and do hereby indemnify, save and hold Timbredio and its users harmless of and from any and all liability, loss, damage, cost or expense (including reasonable third party attorneys’ fees) arising out of or connected with any breach or alleged breach of these Terms or any claim which is inconsistent with the warranties or representations made in these Terms.
   
   
   6. (f) Notwithstanding anything to the contrary contained herein, we will have the right in our good faith reasonable judgment to settle without your consent any claim involving sums of Five Thousand ($5,000.00) Dollars or less.
   
   
   7. (g) You shall be responsible for compensating any and all third parties involved in the production or exploitation of the Master(s), including but not limited to artists, featured artists, and producers. In no event shall Company be liable to any third parties in any way associated with the Masters.
   
   
   8. (h) Notwithstanding anything to the contrary contained herein, Company shall have the right, in its reasonable judgment, to decline to distribute the Master(s) on the grounds of advocacy of illegal activity, obscenity, patent offensiveness, rights of privacy or publicity and/or defamation or other violation of law or infringement on the rights of any person or entity including without limitation rights of copyright and trademark, or if such release constitutes a breach of any warranty representation or covenant contained herein in which case the Company shall have the right to distribute such Masters to a third party, notwithstanding the exclusivity provisions of these Terms.


9. 9. ASSIGNMENT: We will have the right to assign this agreement in full or in part to any subsidiary, parent or affiliate, or to a third party acquiring substantially all of our music assets.


10. 10. JURISDICTION: This agreement has been entered into in the State of California and its validity, construction and effect will be governed by the laws of California applicable to agreements to be performed entirely in California. The courts of California (State or Federal) will have exclusive jurisdiction in all matters concerning this agreement.


11. 11. MISCELLANEOUS:
    1. (a) The relationship between you and us hereunder will at all times be that of independent contractors; and nothing contained herein will render or constitute the parties joint venturers, partners, agents or fiduciaries of each other. Neither you nor us will hold itself out to third parties other than as set forth herein. Neither you nor us will have the right to execute any contract on behalf of the other (except as specifically provided for herein), or incur any obligation for which the other may be liable, or otherwise bind the other (except as specifically provided for herein); and, except as set forth herein, neither you nor us will be liable for any representation, warranty, covenant, agreement, act or omission of the other under these Terms.
    
    
    2. (b) These Terms set forth the entire agreement between you and us with respect to the subject matter hereof. A waiver by either party hereto of any term or condition of these Terms in any instance will not be deemed or construed as a waiver of such term or condition for the future. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of that provision or any other provisions of these Terms, unless such construction would be unreasonable.
    
    
    3. (c) We have implemented security measures designed to protect against the loss, misuse, and alteration of the information we collect or receive from you. For example, when you enter sensitive information (such as a credit card number) on our order forms, we encrypt the transmission of that information using secure socket layer technology (SSL). However, despite our efforts, no security measures are perfect or impenetrable.
    
    
    4. (d) We will use personally identifiable information, if any, that we collect and receive from you in ways that are relevant and compatible with the purpose for which that information was collected or provided to us as more fully disclosed in this policy. We will take steps to ensure that all personally identifiable information collected, processed, and/or stored is protected from destruction, corruption, or use in a manner inconsistent with the purpose for which we received it.
    
    
    5. (e) Our service and certain advertisements on our service include links to other websites whose privacy practices may differ from those of Timbredio. If you submit personal information to any of those websites, the privacy statements and practices of those websites govern their use of your information. We encourage you to carefully read the privacy statement of any website you visit.
    
    
    6. (f) Some of our third-party partners may utilize framing techniques to serve content to and from webpages accessible through our service while preserving the look and feel of our website. Please be aware that if a third-party partner utilizes framing techniques, you are providing your personal information to this third-party partner and not to Timbredio.
    
    
    7. (g) We reserve the right to make changes to these Terms in our sole discretion. When we make material changes to these Terms, we will provide you with prominent notice of these changes, and your continued use of the service shall constitute your acceptance thereof.

Timbredio Inc. Terms of Use