/Terms Of Service

Terms Of Service

Thanks for using THEMECLASSIC.com web services. These terms of service (“Agreement”) cover your use and access to the services, client software and websites (“Services”) provided by THEMECLASSIC Audio Inc. (for clarity, “Services” include the “Release Services” defined below). Our Privacy Policy explains how we collect and use your information while our Acceptable Use and Fair Usage Policy outlines your responsibilities when using our Services.

By using our Services, you’re agreeing to be bound by the terms of this Agreement, and to review our Privacy Policy and Acceptable Use and Fair Usage policies. If you’re using our Services for an organization, you’re agreeing to the terms of this Agreement on behalf of that organization.

By using or accessing the Service, you agree to all the terms and conditions stated in this Agreement. If, at any time, you do not or cannot agree to the terms of this Agreement, you must stop accessing or using the Service.

Your Assets & Your Permissions

When you use our Services, you provide us with things like your files, content, configuration settings, Metadata and so on (“Your Assets”). Your Assets are yours. The terms of this Agreement don’t give us any rights to Your Assets except for the limited rights that enable us to offer the Services.

If you want to use our Release Service for your Recordings, please review carefully all applicable provisions of the terms of this Agreement.

We need your permission to do things like hosting Your Assets, backing it up, and sharing it when you ask us to. Our Services also provide you with features like song previews, editing, sharing, searching and releasing. These and other features may require our systems to access, store and scan Your Assets. You give us permission to do those things, and this permission extends to trusted third parties we work with.

Sharing Your Assets

Our Services let you share Your Assets with others, so please think carefully about what you share. You understand that you assume all risks, including unwanted public release, related to your decision to share Your Assets. When you share Your Assets, you’re responsible to ensure that those accessing Your Assets understand what they’re allowed to do, or not, with Your Assets. Your sharing of Your Assets via our Services will not entitle you to any payments from any persons participating in our Services.

When content is shared to you, offering comments, suggestions, and/or feedback to another user’s content on the THEMECLASSIC site does not mean that you acquire ownership rights or credits in that content nor does it mean that you shall have a right to any royalties or other monetary payments derived from that content. Without written approval from the party owning the content that was shared with you, you cannot share or reproduce the other user’s content. To obtain more information about your rights as a contributor, songwriter, or performer, please consult your performing rights organization, publisher, and/or legal counsel.

Pricing

We work for musicians and creators. Our pricing aims to be affordable to allow as much creators as possible, from all over the world, to use our Service. You can increase your privileges and add paid features to your account (turning your account into a “Paid”, “Premium” Account). Please refer to THEMECLASSIC’s website for all details regarding our free offer, A-la-Carte offers and subscription plans for our Service and for further details relating to upgrades, downgrades, billing, refunds, and changes to Paid accounts. Both free and paying users must have a THEMECLASSIC account to be able to use our Service.

Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to us by email. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is: copyright@ThemeClassic.com

Our Release Service

Our Release Service allows you to make your Recordings (as defined below) available to digital stores, streaming services and other digital services and resellers selected by THEMECLASSIC (“Digital Stores”). The Digital Stores may then offer your Recordings for download or streaming to their clients (collectively, “Online Exploitations”).

Your Recordings

By a “Recording”, we mean a musical sound or audiovisual recording (including, unless otherwise stated herein, in the case of a sound recording, any music, lyrics and instrumental and/or vocal performances recorded thereon, and in the case of an audiovisual recording, any sound recording reproduced thereon and any script, direction, music and lyrics or other works, any likeness and/or voice, and any visual, audiovisual, instrumental and/or vocal performances recorded on such audiovisual recording or on any sound recording reproduced thereon), which is uploaded to your THEMECLASSIC account, and that you ask us to make available to the public through our Release Service.

Release to Digital Stores

We will make your Recordings available to the Digital Stores that you selected, but in many instances, you will not be able to select the countries or geographical regions in which your Recordings will be made available. You are authorizing us to make your Recordings available anywhere in the world. Therefore, you must have worldwide rights on your Recordings, including on any music, lyrics and instrumental and/or vocal performances recorded thereon; if you do not have all such rights on a Recording (including on any other Recording, on any music, lyrics or other works, or on any instrumental, vocal or other performance recorded or reproduced thereon) in any region, you shall not release your Recordings with our Release Service.

Although you can choose the Digital Stores where you want to offer your Recordings, you understand that we must enter into certain agreements with these Digital Stores, and that we have sole discretion in deciding with which Digital Stores we conclude agreements, and under what terms and conditions. You understand that the terms of this Agreement will be subject to the agreements that we enter into with the Digital Stores.

We will try to provide your Recordings to the selected Digital Stores as quickly as possible. Please understand however that it can take anywhere between a few hours to several weeks for certain Digital Stores before they make your Recordings available to their clients, and that we do not have any control on the internal process and delays of a Digital Store.

A Digital Store may also decide not to offer (or remove) some of or all your Recordings in certain or all countries, in accordance with their policies and practices. We cannot force them to offer your Recordings. If our agreement with a Digital Store expires or terminates, we will then cease offering your Recordings to that Digital Store. If this happens, we will notify you as soon as we can.

Payments

We will transfer you eighty percent (80%) of the Net Income we receive from Digital Stores. “Net Income” means the actual amounts that we receive from Digital Stores which are directly attributable to the Online Exploitation of your Recordings, less any refunds, taxes, tariffs, fees or other charges related to the Online Exploitation of your Recordings, including currency conversion fees or payment processing fees incurred in the process to transfer you such money (such as Paypal).

We will use our best efforts to post to your account your Net Income within fifteen (15) business days of receipt. Please understand that there will usually be a delay of between forty-five (45) and ninety (90) days between the day a Digital Store streams or downloads your Recording and the day we receive payment of your Net Income.

Once the Net Income has been credited to your account, you will be able to withdraw all or any portion thereof at your discretion. You will be responsible for any bank fees (including currency conversion fees) or other charges related to such withdrawals. If you owe us any amounts, we have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.

You understand and accept that we will pay no interest on any Net Income balance in your account, even if we might receive interest or earnings on such balance. In addition, if you make your music jointly available with any person participating in the creation or performance of any musical work and/or lyrics included on your Recording and/or in the production or making of your Recordings (such as any composers, lyricists, musicians, singers, music producers, sound recording makers or others), you will be solely responsible for making any payment to any such person as may be due in consideration for any such rights.

We have the right to rely on accounting, usage and other statements received from the Digital Stores for all purposes, but we have no obligation to audit or otherwise contest the income calculations or statements given to us by the Digital Stores. If you ask us to proceed to an audit of a Digital Store and we accept, at our sole discretion, to proceed, you will be responsible for all audit fees (and we can ask you to pay us in advance or may deduct such audit fees from the Net Income in your account). Any objection relating to the Net Income calculations and payment, or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the Net Income is posted to your account, and you hereby waive any longer statute of limitations that may be permitted by law, in any jurisdiction.

Metadata

Digital Stores require that we provide certain information with your Recordings, mostly in the form of metadata, such as artwork images, artist name, logo, trademarks, service marks, song and album titles, biographical and other information (“Metadata”). You must own all necessary rights in any such information that you provide. We will ask for this information when you select to send a Recording to a Digital Stores. You are responsible to provide us all the required information, and if we or a Digital Store request that you correct any error, you must do the correction as soon as possible. A failure to correct these errors could delay or prevent the release of your Recordings to the requested Digital Stores.

Universal Products Codes and International Standard Recording Codes

We may provide universal product codes (UPC) or International Standard Recording Codes (ISRC) for your Recordings. These codes are provided to you personally, and you cannot transfer them to someone else. An ISRC is required for any Recording released to a Digital Store. Each Recording must have its own ISRC. You will need to provide the ISRC for your Recording when you ask us to release it. If you don’t have a ISRC for your Recording, we can provide one.

If you ask us to provide an ISRC, it means that you authorize us to use all necessary information (including the identity of the rights owner on whose behalf the ISRC was assigned, and reference metadata about the recording including the artist name, track title, version, year of first publication, track duration and other relevant data) and to maintain records of such information.

You cannot ask for an ISRC if you already have one for your Recording.

Advisory Warnings

You will be responsible for determining advisory warning status for your Recording, including parental advisory status, and if an advisory is required by applicable law or regulation, or if you otherwise deem it appropriate, you will provide an advisory warning for your Recording when you ask us to release it. You will not deliver for Online Exploitation by us a Recording and any artwork, images, lyrics or other Metadata or material that has been rejected or banned by a competent government authority in a country where we will release your Recording.

Grant of Rights

THEMECLASSIC works for and on behalf of musicians and creators. So you are NOT assigning or transferring us any copyright or ownership rights on your Recordings, but only granting us the non-exclusive rights and licenses described in this Agreement.

To allow us to provide you our Release Service, you hereby grant us all rights necessary for the Online Exploitation of your Recordings and any Metadata through Digital Stores. More precisely, you grant us the non-exclusive, sublicensable right and license, throughout the world, to:

  • Reproduce and to communicate your Recordings to the public by telecommunication (including to make your Recording available to the public by wire or wireless means in such ways that members of the public may access your Recordings from any place and at any time individually chosen by them), and to authorize Digital Stores to do any of the foregoing (including to authorise their clients to make reproductions of your Recordings) in any formats and though any media (now known or existing in the future), including, without limitation, permanent, temporary, limited and portable digital downloads, interactive, semi-interactive or non-interactive streaming, and cloud services;
  • To create, reproduce and stream, and to authorize Digital Stores to create, reproduce and stream and authorise their clients to reproduce free preview clips of your Recordings;
  • To use all name(s), photographs, likenesses, voice, artwork images, artist name, logo, trademarks, service marks, music or song and album titles, biographical and other information provided by you (in Metadata or otherwise) in connection with the Online Exploitation of your Recordings on the Digital Stores, and in any of our or the Digital Stores advertising or promotional materials. We will ask for your written approval before using any name or likeness as an endorsement of our Services and websites or of a Digital Store.
  • To collect all income (including the Net Income) from the Digital Stores in connection with the Online Exploitation of your Recordings.

Your Responsibilities

You’re responsible for your conduct, Your Assets and you must comply with our Acceptable Use and Fair Usage Policy. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download or share content unless you have the right to do so. We may review your conduct and content for compliance with the terms of this Agreement and our Acceptable Use and Fair Usage Policy. With that said, we have no obligation to do so. We aren’t responsible for the content people post and share via the Services.

Regarding third parties rights and payments, you are solely responsible:

  • To obtain any right required in other for us to make and authorise any Online Exploitation of your Recordings, Metadata or other information or material you may provide us to the full extent authorised herein from any person participating in the creation or performance of any work (such as music, lyrics, scripts or direction) included on your Recording and/or in the production or making of your Recordings (such as any composers, lyricists, scriptwriters, directors, musicians, singers, actors, extras, music producers, sound or audiovisual recording makers or others) or who may otherwise own or control any such right (such as music publishers or copyright collectives);
  • To make any payment to any such person as may be due in consideration for any such rights;
  • To pay to any person who may be entitled thereto, any share of any payment of Net Incomes made by us to you as may be due and payable to any such persons except to the extent we have been required by you, are able to, and actually pay such share(s) of such payment to such persons;
  • To pay all amounts that may be required under collective bargaining agreement, copyright tariffs, or statutory schemes;
  • To pay for all licenses and other fees required from copyrights owners (such as music publishers) for reproduction, public performance, and any other exploitation of your Recordings and any Metadata or other material images associated too;
  • To pay for any required music publishing licenses for your Recordings;
  • To pay for all taxes or other governmental withholdings.

If for any reason we make one of these payments for your Recordings, we will have the right to deduct it from any amount payable to you, including the Net Income (and require reimbursement for any outstanding balance).

Please safeguard your password to the Services, make sure that others don’t have access to it, and keep your account information current. You are solely responsible for managing your account and password and for keeping your password confidential. If you have forgotten your password, click on the “Forgot Password?” link and follow the on-screen instructions. You are also solely responsible for restricting access to your account. You agree that you are responsible for all activities that occur on your account or through the use of your password by yourself or by other persons. If you believe that a third party obtained or guessed your password, use the password regeneration feature of the Service as soon as possible to obtain a new password.

Claims of Infringement and Take-Down Notices

If we receive a notice claiming that your Recordings or any Metadata or other information or material you provide us are infringing the rights of others (such as their copyrights, trademarks, rights of publicity or other intellectual property rights) or that you are not complying with any of your obligations hereunder, including any license or agreement pertaining to your Recordings, we will inform you and may, at our sole discretion, remove your Recordings, Metadata and other information and material until you provide us with sufficient proof, in our sole opinion, that you have satisfactorily resolved any outstanding issues related to such claims. During such period, we may decide to freeze the Net Incomes of your account if we believe, using our reasonable judgement, that you may have violated the terms of this Agreement. If we determine, using our reasonable judgement, that your Recordings or any Metadata or other information or material you provide us may infringe the rights of others, we can deduct, from any amount payable to you, any resulting costs for us (including legal fees and expenses), or seize and keep the Net Incomes from your account, without renouncing to our other rights and remedies we may have. If we have to retain legal counsel to review your submitted proof of resolution, you agree to be responsible for the associated legal fees and to pay us in advance.

Fraudulent, Infringing or Illegal Activities

If we believe, in our sole discretion, that you might be using our Service for fraudulent, infringing or other illegal activities, we have the right to remove your Recordings and cease posting your Net Income to your account and disallow any withdrawal of funds from your account until we are satisfied that you are not committing any fraudulent, infringing or other illegal activities. If we determine, using our reasonable judgement, that you have used our Service for any fraudulent, infringing or other illegal activities or that you are not complying with any of your obligations hereunder, we can deduct, from any amount payable to you, any resulting costs for us (including legal fees) or seize and keep the Net Incomes from your account, without renouncing to our other rights and remedies we may have.

Warranties, Representations, and Indemnities

If you use our Service, you warrant and represent that:

  • you are at least fourteen (14) years of age and have the prescribed age to lawfully enter into and form contracts under applicable law (and if you are under the age of prescribed age in the country where you reside, you have reviewed this Agreement with your parent or guardian to ensure you understand and are legally able to agree to be bound therewith, your acceptance thereof meaning that you represent and warrants that you are legally able to bind yourself by this Agreement);
  • you have the right and authority to enter into this Agreement and to grant us all rights specified;
  • your Recordings and any other materials and information you provide us (such as names, artwork, images, and picture and/or other Metadata) and any Online Exploitation thereof authorised hereunder do not violate any law and don’t infringe on the copyrights, trademarks, publicity and image rights, or any other rights of someone else.

You agree to defend, indemnify, and hold harmless THEMECLASSIC, its licences (such as Digital Stores) and their officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, including any breach of this Agreement, including the foregoing representations and warranties.

End of Release Services

You’re free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you’re not complying with the terms of this Agreement, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services.

More precisely, we will cease our Release Services for your Recordings if:

  • Your subscription to your THEMECLASSIC’s account ends for any reason;
  • You send us a written notice asking that we cease the Release of your Recordings;
  • You are in breach of any terms of this Agreement;
  • We believe, at our sole discretion, that you may use our Release Services for any illegal activities, including the Release of infringing Metadata, information and other material;
  • You are not in compliance with our Acceptable Use and Fair Usage Policy;
  • We decide to discontinue our Release Services;
  • We decide that we do not want to release your Recordings for any reason and at our sole discretion.

If we end the Release of your Recordings, we will ask within thirty (30) days all applicable Digital Stores to remove your Recordings, including any related Metadata, information and other material. We will have no additional obligations to you except for the payment of your Net Income earned prior to the date on which the Digital Stores remove your Recordings. It could take several weeks before the Digital Stores remove your Recordings and before we receive all related income.

Except for Paid Accounts, we reserve the right to terminate and delete your account if you haven’t accessed our Services for twelve (12) consecutive months. We’ll of course provide you with notice via the email address associated with your account before we do so.

Confidentiality

You understand that, while using our Services, you may have access to certain of our confidential information. You agree to keep such information confidential.

Software

Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with the terms of this Agreement, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of the terms of this Agreement. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Disclaimer of Warranty and Limitation of Liability

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, THEMECLASSIC MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, INCLUDING THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE, SOFTWARE, CONTENT OR DATA PROVIDED BY THIRD PARTIES, THAT THE SERVICES WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR FREE, OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED. THEMECLASSIC PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE”.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, THEMECLASSIC’S WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THEMECLASSIC, ITS affiliates, ITS officers, ITS directors, ITS employeeS, ITS agents, ITS SUPPLIERS, ITS LICENSORS AND ITS LICENCEES HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FORDIRECT OR INDIRECT) LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE RELEASE SERVICE, WHETHER FORESEEABLE OR NOT, AND EVEN IF THEMECLASSIC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THEMECLASSIC IS FOUND LIABLE TO PAY YOU ANY DAMAGES, THEMECLASSIC’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED US$100. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED EVEN IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE.

Modifications

We may revise this Agreement from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on our website). You agree to review the terms of this Agreement from time to time and, in any case, each time we will notify you of changes thereto and by continuing to use or access the Services after the revisions come into effect, you will agree to be bound by the revised terms of this Agreement.

General Provisions

This Agreement shall be governed by and construed by the laws applicable in the Province of New York, USA. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of New York, USA.

This Agreement is the entire and exclusive agreement between THEMECLASSIC and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between THEMECLASSIC and you regarding the Service.

You shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of THEMECLASSIC, which consent is within THEMECLASSIC’s sole discretion. No assignment or delegation by you shall relieve or release you from any of your obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns. THEMECLASSIC shall be allowed to assign this Agreement to any third party without requiring your consent in which case THEMECLASSIC will only be released from all its obligations towards you hereunder if the assignee agrees in writing to assume and be bound by such obligations.

Nothing in this Agreement shall constitute a partnership or joint venture between you and THEMECLASSIC.

If a particular provision of this Agreement is held to be invalid within a given jurisdiction by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement for that jurisdiction and shall not affect the validity of this Agreement as a whole.

The Parties have expressly requested that this Agreement be drawn up in English and that all modifications thereof can be made in this language.

Contact

If you have any concern, question or complaint regarding this Agreement, please contact THEMECLASSIC at:

THEMECLASSIC
Northon Street, 2015
New York
USA,

The current Agreement last update was July 1st 2017.