This Contributor Agreement ("Agreement") governs the terms by which you make your media works available to Music Tracks Limited, a limited liability company organized under the laws of ISRAEL(together with its Affiliates, "Music Tracks", "we" or "us") for distribution and licensing through the website www.music-tracks.com/ (the "Website"), other geographic and language versions thereof and/or otherwise. Please read this Agreement carefully.
1. What this Agreement Covers This Agreement applies to any musical works, including music and other audio files, and other audiovisual and digital media works by or for you to us (individually and collectively, "Content") and any tags, captions, metadata, annotations, information, or releases that is provided by or for you to us relating to Content ("Content Information"). We have the right, in our sole discretion, and for any reason to accept or reject any Content or Content Information, or at any time revoke any acceptance of Content or Content Information and remove the same from the Website.
2. Rights You Grant Us You hereby grant us the worldwide, right and license throughout the world ("Your License to Us"), to directly and/or indirectly copy, market, promote, perform, display, distribute, sell and/or grant licenses to the Content. The licenses granted by us (each a "Music Tracks License Agreement") may, as we determine to be appropriate, include some or all of the rights, restrictions, and/or other terms of the Music Tracks Content License Agreement available on the Website, as modified by us from time to time in our sole discretion, and/or any variations thereof, including variations or versions that provide broader rights to any Content, fewer restrictions and/or greater legal protection (an "Extended License") or that provide narrower rights to any Content, greater restrictions and/or lesser legal protection. Except as provided below under Exclusivity Program, your License to us and the licenses granted by us under Music Tracks License Agreement will be non-exclusive licenses. You, or if different, the owner of the copyright in the Content, will retain ownership of the Content and the copyright thereto, and no copyright ownership or title will be transferred to us, except if you enroll in the Music Publishing Service described below, as provided in the Music Publishing Terms. We also will have the right, to edit, resize, resample, convert, color correct, watermark, crop or otherwise composite any Content or edit or supplement any Content Information to correct what we determine in our sole discretion to be an error, misleading statement or omission in Content Information or for purposes of facilitating the marketing, distributing, sale and licensing of Content; provided that any screening, review, correction and/or editing of any Content or Content Information performed by us is done as a courtesy only, and we will have no liability whatsoever therefore or for any failure to perform the same.
Your license to us also includes the right to, and authorize others to, use any Content in any kind of works now known or hereafter devised and use, copy, transmit, broadcast, telecast, stream, and publicly display, perform worldwide the Content, and derivative works thereof, Content Information, and your, and if different, Content creator's, name and biographical information for purposes of promoting, advertising, marketing and distributing the Content, you, the Website, us and/or our business (collectively, "Promotional Uses"). Promotional Uses will not entitle you to any compensation nor create any additional relationship or responsibilities between you and us.
You hereby forever waive any "moral rights" related to the Content, including the right to be identified as the author of the Content or to object to the modification of any Content, and if you are not the creator, you have obtained such a waiver from the creator.
Music Tracks License Agreement may include various or custom license options for Content which provide the customers broader rights to the Content, fewer restrictions, and/or greater legal protection than our individual license in the Website form of Music Tracks License Agreement (an "Extended License").
3. Pricing and Your Share of Net License Revenue
You have the option of allowing us to set and optimize the price of Content, However, You will be allowed to sell your track elsewhere at other prices, as you see fit, subject to the terms of this Agreement, we will have the discretion to increase the price of any Content to maximize your overall performance (e.g., to round up) or comply with our minimum pricing guidelines
notwithstanding the foregoing, you shall not set the price for an item of Content that is higher than the lowest price for which the same (or substantially the same) Content item is offered by or on any other media marketplace, agency, or other redistribution arrangements (each an "Other Marketplace"), and if we discover that the Content item is offered at a lower price by or on any Other Marketplace, we may lower the price in our marketplace to match or beat that price.
Our license is general and includes licenses to all media, unlimited and without any restrictions. The distribution of royalties between us will be 50%-50%.
Except as expressly provided below, we will pay you the following percentages of all Net License Revenue and we will deduct and retain the remainder of Net License Revenue: your share of Net License Revenue will be 50%.
"Net License Revenue" is license fees collected by us from resellers and other redistributors (collectively, "Distributors") and customers for Content accepted by us, subject to the following:
We may also exclude or deduct any of the following from the calculation of the Net License Revenue and the net amount payable to you:
(A) taxes or other withholdings paid by the customer or that we determine are required by applicable law;
(B) refunds, chargebacks and uncollectible sums;
and (C) fees, charges and/or costs payable to or deducted by financial institutions for the processing of any credit card, debit card, e-check or alternative payment method and/or currency conversion for payments received by us or paid to you in a currency other than U.S. Dollar.
Payments by us are subject to the Website Contributor Portal Payout Overview as modified or supplemented by us from time to time, the terms of which are incorporated by this reference herein.
When a music file (with or without lyrics) (a "Music Track") or other audio files (together with Music Tracks, "Audio Content") is submitted by or for you to us, the Audio Content and Your License to us includes the composition, lyrics, and recording of the performance of the Audio Content.
Except for reports and royalties that may be due to performing rights or other similar organizations (including ASCAP, BMI, SOCAN, SESAC, PRS, MCPS, SACEM, SDRM, JASRAC or GEMA) (each a "PRO") with regard to public performance or broadcast of Audio Content that you designate on the Website at the time of upload of the same to the Website as being PRO Audio Content, to the extent permitted by applicable law, (i) you agree that no license is required from and no payments or reports are required to be made to you or any PRO or other Person relating to the license and distribution of Content by us or the use, duplication, performance, synchronization, modification, or distribution of such Content by Content Users as permitted by Music Tracks License Agreements and (ii) you waive any rights to any such payment or report.
You may not take any action on or with respect to YouTube, Vimeo (or other networks that allow for the so-called "claiming" or "monetization of content") that would interfere with the ability of Content Users to monetize or collect revenue from any such network with respect to their works.
7. Global Partner and Limited Use Licensing Programs
We have created a Global Partner Program with the aim of promoting Content in geographies, markets and to customers and Distributors that our traditional marketplace may not reach as optimally, and a Limited Use Licensing Program targeted to customer segments with high volume, short duration, digital/social media formats, small audience size, ad-supported models and/or other needs not met by our individual license model to which we will offer more narrow license rights or collections of limited content (e.g. our Membership) for materially reduced pricing determined by us, in our sole discretion, to best optimize total revenue for our contributors. While we believe that participation in these programs will generate additional revenue opportunities for Content, your participation is optional, and you may opt-out of either or both of these programs for all of the Content at any time on our Website.
If you participate in our Global Partner Program, your license to us includes the right and license for all media, throughout the world to market, promote and distribute the Content through Distributors and authorize such Distributors to grant perpetual and term non-exclusive licenses to the Content to their customers under the Distributor’s own license agreements, which may include some or all of the rights that may be granted in the Website form of our License Agreement.
We will pay you your share of Net License Revenue for Content licensed under the Global Partner and Limited Use Licensing Programs as provided and subject to the provisions of Sections 3 ("Pricing and Your Share of Net License Revenue") and 4 and the Website Payout Overview, subject to the terms of this Agreement.
8. Representations, Warranties, and Disclaimer
You hereby represent and warrant as of the date you accept this Agreement and the date of each submission of Content as follows:
The Content represents original creations and expressions of subject matter, and the Content and Content Information does not infringe or violate any copyright, trademark, right of privacy or right of publicity, moral right, or other proprietary rights of any third party or defame any third party.
You (A) have the legal capacity and authority to enter into this Agreement, grant your license to us and perform your obligations under this Agreement, (B) are the sole and exclusive owner of the Content, all parts thereof, and the copyright(s) thereof or otherwise have obtained from such owner and have the full legal right, power and authority to grant the license to the Content granted to us hereunder, including the full legal right, power and authority to grant us the right to sublicense such Content as contemplated under Music Tracks License Agreements and the Content Users to use the Content as permitted therein, and (C) have not granted any rights or licenses to any Content or any other intellectual property or technology or entered into any other agreement or commitment that would conflict with your representations, warranties, rights granted or obligations under this Agreement or the rights granted by us in Music Tracks License Agreements.
No person whose image is depicted, or voice is included in the Content is a SAG-AFRA member.
If you are an individual, you are of sufficient legal age to grant the rights and create binding legal obligations set out in this Agreement.
All information provided to us by you or under your Music Tracks account or user ID is accurate and complete, including all information relating to you and your payment account, and you agree to update such information as is necessary for such information to continue to be accurate and complete. We may withhold any payment to you until we have received the information and documentation that we reasonably determine is needed to verify your identifying information or resolve any open question raised regarding your rights in or to any Content or comply with legal requirements.
If any Content consists in whole or in part of elements that are provided by a third-party design or other software programs, the license agreement or other legal terms governing the use of such program allows you to incorporate such elements in such Content and to grant the licenses to such Content set forth in this Agreement.
No portion of any Content contains any disabling mechanism or protection feature designed to prevent its use, copying, or enjoyment in the manner contemplated in this Agreement or Music Tracks License Agreements, and all Content will be free of any virus, worm, code, lock, or other mechanism or device that may be used to access, modify, delete, damage or disable the Website or any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way.
All Content Information provided to us is accurate, complete, and not misleading in any material respect and does not include any false, misleading, or inapplicable metadata intended to or which has the effect of keyword "doping" or improperly altering search results that would otherwise be applicable to any Content.
No Content has been created, obtained, or submitted to us under this Agreement in violation of any law or contract terms.
If after the submission to us of any Content, you receive any notice or otherwise learn in any way that any representation made by you in this Agreement was not, or is no longer, complete or accurate, or was, or is now, misleading in any material respects, or of any claim by a third party to the effect of the foregoing, you will promptly provide us with written notice all relevant facts regarding the same, and if appropriate, remove the Content from the Website.
If the person who is uploading or otherwise providing Content to us is doing so as your Representative, then both you and such Person represent and warrant that the individual who is providing Content to us is the registered user of the Website under whose user ID Content is provided to us, and such Person has full legal right, power and authority to act on your behalf, bind you to this Agreement and grant your license to us on your behalf.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE MUSIC PUBLISHING SERVICE AND OUR OTHER SERVICES AND THE WEBSITE ARE PROVIDED BY US ON AN AS-IS BASIS, WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE MUSIC PUBLISHING SERVICE AND OUR OTHER SERVICES, THE WEBSITE, OR ANY SERVICES PROVIDED THEREIN WILL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, WILL BE UNINTERRUPTED, SECURE, FREE OF VIRUSES OR SIMILAR CONTAMINATION, OR OPERATE WITHOUT ERROR; THAT INFORMATION OR MATERIALS INCLUDED ON THE WEBSITE WILL BE ACCURATE.
We agree to defend, indemnify and hold you harmless from and against any and all damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or relating to any claim, action, or proceeding by a third Person (each, a "Claim") relating to or arising directly or indirectly out of (i) a claim that if proven would constitute a breach by us or any of our Representatives of this Agreement or any express representation, warranty, or obligation of us contained herein, or (ii) a claim that if proven would constitute a failure to fulfill any express responsibility or obligation assumed by us under this Agreement.
You agree to defend, indemnify and hold us, our Affiliates, and our and their respective Representatives and shareholders (collectively, “Music Tracks Parties"), our Distributors and the Content Users harmless from and against any and all Losses arising out of or relating to any Claim, relating to or arising directly or indirectly out of (i) a claim that if proven would constitute a breach by you or any of your Representatives of this Agreement or any express representation, warranty, or obligation contained herein, or (ii) a claim that if proven would constitute a failure to fulfill any express responsibility or obligation assumed by you under this Agreement. We may withhold amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty, or indemnity under this Agreement, and amounts that we determine are required to be withheld by law.
The indemnified party shall (i) promptly notify the indemnifying party of the Claim (provided that the failure to do so will not excuse the indemnity obligation unless the failure to notify causes material prejudice to the indemnifying party); and (ii) cooperate with the indemnifying party in the defense of any Claim, at the indemnified party's expense. The indemnifying party will have the opportunity to defend the Claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to the indemnified party. If for any reason the indemnifying party does not timely elect to or fails to timely defend a Claim as provided herein, the indemnifying party may do so at the indemnifying party's sole expense. Notwithstanding the foregoing, (A) unless your insurance carrier agrees to indemnify Music Tracks and assumes the defense of a Claim, Music Tracks shall have the right to defend and control the defense or settlement of the Claim, and (B) the party controlling the defense of the Claim will not enter into any settlement agreement that creates a financial obligation on the other party to the Person making the Claim that is not reimbursed or assumed by a controlling party without the other party’s written consent, which will not be unreasonably withheld or delayed.
10. Claims against Content Users and Third Parties
We will have no responsibility whatsoever for the compliance by Content Users, Distributors, or any other Person with the terms of any Music Tracks License Agreement, nor any liability whatsoever for any breach, infringement or wrongful conduct, or other acts or omissions by any such Person.
You grant us the right and authority, but we have no obligation, to make any claim, bring any lawsuit or take any action regarding a breach or claimed breach by a Content User of a Music Tracks License Agreement and/or an infringement or claimed infringement of any of intellectual property or other rights in or relating to any Content by such Person or any other third Person (each, an "Enforcement Action") that we deem to be commercially reasonable to protect our rights in the Content. Upon our request, you will provide any information, assistance, and cooperation that we reasonably request in connection therewith. Any monetary recovery received because of any Enforcement Action by us, to the extent such monies are intended to compensate for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses (including reasonable attorneys' fees and costs) incurred by us in connection with such action, be divided between you and us pursuant to the provisions of the Compensation section above.
We recommend that you register your copyrights in Content, as such registration is generally required to bring an action for copyright infringement. More information on registering your copyrights in the U.S. can be found at http://www.copyright.gov.
We may at any time and for any reason (including your submission to us of infringing Content) remove any or all of Content from the Website and cease offering sub-licenses to the same (the "Terminated Content").
Except as provided above for Content in the Exclusivity Program or as you and we may agree in writing, you may for any or no reason remove any or all Content from the Website or deliver to us written notice of your request that we remove any or all Content from the Website. Such notice must be communicated by email. or such other means of written notice acceptable to us which enables us to confirm your identity. After we can reasonably confirm your identity and the authority of the individual who sent the notice, we will use our reasonable efforts to as soon as is practical cease offering such Content to Distributors and Content Users and remove the same from the Website. Subject to the next sentence and paragraph, upon such removal our right hereunder to grant licenses to the specified Content will terminate. We and the Distributors may continue Promotional Uses of the terminated Content for a period of one (1) year from the effective date of such termination.
Notwithstanding any other provision in this Agreement: (i) removal of any Content from the Website and/or the termination or expiration of this Agreement or any rights granted to us hereunder will not terminate, alter or otherwise affect any license granted to a Content User prior to the effective date of such removal, termination or expiration; (ii) if any Content is in a customer's cart at the time of the removal, expiration or termination, we will not be required to remove such Content from the cart and we may allow the customer to purchase a license to such Content under a Music Tracks License Agreement for a period of 90 days after such removal or termination, (iii) after removal of any Content or termination or expiration of this Agreement, we may continue availability of the Content for license under a Music Tracks License Agreement to those customers that have downloaded "comp" versions of the item prior to its removal from the Website, and (iv) we may continue Promotional Uses of the Content for a period of one (1) year from the effective date of any removal, termination or expiration.
Upon termination, we will be entitled to retain all amounts owing to you for a period of thirty (30) days to determine any applicable rights of set-off and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing, and terminating your account.
The terms and provisions of Sections 3 through 15 and any license granted by us or any of our Distributors shall survive termination or expiration of this Agreement for any reason.
12. LIMITATION OF LIABILITY
THE Music Tracks PARTIES AND OUR DISTRIBUTORS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST ROYALTIES OR PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF YOUR OR ANY OF YOUR REPRESENTATIVES’ USE OF THE WEBSITE OR OUR THE MUSIC PUBLISHING SERVICE AND OUR OTHER OR SUBMISSION OF ANY CONTENT OR ANY ENFORCEMENT ACTION, IN EACH CASE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF THE Music Tracks PARTIES ARISING UNDER THIS AGREEMENT OR RELATING TO OR ARISING OUT OF YOUR OR ANY OF YOUR REPRESENTATIVES’ USE OF THE WEBSITE OR THE MUSIC PUBLISHING SERVICE AND OUR OTHER SERVICES OR SUBMISSION OF ANY CONTENT OR ANY OTHER AGREEMENT (REGARDLESS OF THE AMOUNT OF CONTENT YOU SUBMIT TO US), SHALL BE LIMITED TO AN AGGREGATE OF ONE THOUSAND ($1,000) U.S. DOLLARS, EVEN IF WE OR ANOTHER Music Tracks PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED THAT THE LIMITATIONS OF DIRECT DAMAGES IN THIS PARAGRAPH WILL NOT APPLY TO AMOUNTS THAT ARE EXPRESSLY PAYABLE TO YOU HEREUNDER. YOU ACKNOWLEDGE AND AGREE THAT (i) THE AMOUNTS PAYABLE HEREUNDER REFLECT AND IS SET IN RELIANCE UPON THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, AND (ii) THE LIMITATIONS OF LIABILITY HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THE MUSIC PUBLISHING SERVICE AND OUR OTHER SERVICES AND THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN. YOU AGREE THAT THE Music Tracks PARTIES ARE NOT LIABLE FOR ANY ERRORS IN PRICING OR ANY LOSS OR DAMAGE TO CONTENT OR MATERIAL SUBMITTED TO THE WEBSITE AND YOU ARE REQUIRED TO MAINTAIN YOUR OWN BACKUP FILES FOR ANY CONTENT SUBMITTED TO US. We will not be held responsible for any delay or failure to comply with our obligations under this Agreement if the delay or failure arises from any utility, communications, technical, hardware, software issues or failure, any acts or omissions of a third party, acts of government, God, war or terrorism or any because which is beyond our reasonable control.
13. Consent to Electronic Communications; Your Personal Data
Consent to Electronic Communications. We may send any notice to you by email to the registered Website user account at the email address that has been provided to us on your website user registration page. You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Location of Your Personal Information. You consent to your and models’ personal information being shared with and processed during our business by (i) us and our Affiliates, which are in various countries, including the U.S., which provide varying and, in some cases, less privacy protection than your country, and (ii) a current or prospective Content User in case of questions about clearances, infringement or legal rights.
Unless the context requires otherwise, in any part of this Agreement: (i) when applied to a company, "Affiliate" means any company that from time to time directly or indirectly is owned or controlled by such company, under common ownership or control with such company or directly or indirectly owns or controls such company; (ii) "Person" means an individual or legal entity, including a company or a governmental agency or instrumentality; (iii) "Representative" means a Person’s officer, director, employee, agent or contractor; (iv) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; (v) "must not", "should not", "shall not" and "may not" are expressions of prohibition, "may" is an expression of the right, but not the obligation, to do something and carries with it the right to sole discretion about whether or not to do the thing, and "will", "must", "should" and "shall" are expressions of command, and not merely expressions of future intent or expectation; (vi) "you" refers to the person or entity who is submitting Content to Music Tracks and granting Music Tracks the rights to Content set forth herein, (vii) use of the singular imports the plural and vice versa; (d) references to one or no gender include the other or no gender; (viii) references to the terms "herein" or "hereto" refer to this Agreement (including any terms incorporated by reference herein); (ix) references to "in each case" refers to each case referred to prior to such phrase in the same sentence; (x) the term "Content User" means actual and prospective licensees of any Content and their Representatives, but does not include Distributors; and (xi) the headings in this Agreement are for ease of reference only and shall not affect its interpretation.
For the avoidance of doubt, no grant of rights to Music Tracks herein or in any Website Terms (including the Contributor Portal) do anything shall imply the assumption of any obligation or impose any obligation on Music Tracks to do anything in absence of an express obligation in this Agreement to do the thing.
Notwithstanding anything else in this or any other agreement, (i) we will have the right, in our sole discretion, to make changes to this Agreement and any other agreements or terms which may be referred to or incorporated by reference herein at any time and for any reason, and (ii) you will be subject to the terms of this Agreement and any such other agreement and/or terms, in force (A) at the time that you upload or otherwise submit Content, or (B) two (2) weeks after the date we send or otherwise provide notice of a change, whichever is earlier. Subject to Section 4, you will have the right to opt-out of the modified version of this Agreement by both removing all Content from the Website and providing us with written notice of your opt-out during this notice period, provided that no such opt-out will in any way affect any license granted by us before Content is removed from the Website. No modification, deletion, amendment of any provision is binding on us unless in writing signed by our authorized representative or posted by us on the Website.
The parties to this Agreement are independent contractors, and nothing in this Agreement or the rights granted herein, any upload or submission of Content or access to or use of the Website shall create a joint venture, partnership, employment relationship, or franchise or fiduciary relationship between the parties.
You acknowledge that (i) we allow selected customers to download full-resolution unwatermarked versions of content items for "comp" or evaluation purposes without any fee unless and until converted to the full license for public use, and (ii) we allow customers who purchase a license to a Content item to later download the item again from the Website multiple times without any further payment, and you consent to the foregoing as related to the Content.
You and we acknowledge that our compensation and fees under Sections 3, 4, and 7 above are intended to compensate us for our services and reimburse us for our costs and expenses associated with operating our stock media marketplace and carrying out the marketing and sale of licenses to Content.
If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision, and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
This Agreement shall be construed in accordance with the copyright laws of the United States and the laws of the State of New York without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The rights granted herein, any upload or submission of Content, access to and use of the Website, and the entering into this Agreement will be deemed to take place in the United States.
Any dispute regarding or arising from this Agreement (including any upload, submission, distribution, or use of Content, any license granted by or to us,e or access to or use of the Website), that the parties are unable to resolve after good faith negotiations will be submitted to binding, confidential arbitration carried out under the applicable dispute resolution rules and procedures of the Judicial Arbitration and Mediation Service ("JAMS"). The arbitration proceeding will be conducted in New York City in English by a single arbitrator, who must be familiar with stock media licensing and copyright law, and all documentation shall be presented and filed in English. Each party will contribute equally to the arbitrator and arbitration forum fees and expenses, and, except as expressly provided herein, will bear its own legal costs and fees. The decision of the arbitrator will be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. Nothing in this section shall be deemed to prohibit or restrict our right to seek injunctive relief from a court of competent jurisdiction in the case of any actual or threatened breach of any provision of this Agreement that would cause irreparable harm. The parties agree that, notwithstanding any otherwise applicable statute of limitation, any arbitration proceeding shall be commenced within two (2) years of the acts, events, or occurrences giving rise to the claim.
Where permitted by applicable law, you and Music Tracks agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both you and Music Tracks agree, no arbitrator shall have the power to consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding or multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages.