Aries Music LLC, later described as Zndrke, is a company registered in the State of Delaware with registration number 57552-04 with registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, United States is an entity that directly or indirectly has the organization and resources to manage, digitize and distribute works of artists through digital distribution and sales channels. Given the above, both parties expressly and spontaneously, give rise to the following:
Zndrke by means of this contract provides digital content management and digital distribution services to Client.
Furthermore, the Client by means of this contract provides Zndrke the right to digitally distribute and represent the content that the Client includes in the Zndrke platform, and for which the Client can select the distribution channels that are presented in Zndrke platform. The territorial scope of the contract is the World, with an exclusive character for the distribution channels selected by the Client for distribution of his content, throughout the duration of this distribution contract.
This contract does not provide any obligation to the Client to upload a minimum number of works and/or a minimum availability of artist promotion. Furthermore, Client may distribute his content, directly or through third parties, to other channels, which are not selected or made available in the Zndrke platform.
After registration, the Client can upload his content (sound recordings and audiovisual works, photographs, images, and other related content) to his personal account. The Client by means of the Zndrke platform can:
Select the channels, territories and services to which he wants to distribute his content exclusively. Pay for the provided services (quality control, distribution, updates and storage). The Client should not under any circumstances upload any content that could be harmful, threatening, unlawful, confidential, defamatory, libelous, harassing, obscene, indecent, fraudulent, infringing the rights of privacy, incites hate or incudes texts of racist, ethnic or other nature, that is against or hinders or limits in any way any individual, or which may expose Zndrke or third parties to any harm or liability of any kind.
The Client should not under any circumstances upload any private information of any third party, including, among others, mail addresses, phone numbers, and email addresses.
The Client can only upload content to the Site for which he is the owner or has the owner's permission in writing, and cannot upload any content whose rights are held by third parties.
All the content uploaded by the Client to his account can be seen by Zndrke; users of the digital distribution services to which his content is distributed according to the selection made by the Client; and by third parties which are considered necessary by Zndrke for the distribution of the content of to fulfill its’ obligations.
The Distribution platform, website, name, domain, logo and trademarks are the property of their respective owners and protected under copyright law - All rights reserved.
The resale of services provided by Zndrke is strictly prohibited. The resale or use of any property rights protected in this contract and in current regulations require the permission of Zndrke.
Zndrke respects the copyrights of others and expects its users to do the same. In compliance with International Copyright Law and the US Digital Millennium Copyright Act (DMCA) of 1998.
Zndrke will respond expeditiously to remove or disable access to material that is claimed to infringe copyrighted material or to be the subject of activity that infringes copyrighted material and was posted online using the Zndrke service.
Your annual or monthly registration fee must be paid with a valid credit card and, as described below under "Term," will automatically recur annually until you terminate the Term of this Agreement. Therefore, you must maintain a valid credit card on account with us throughout the Term. We currently accept Visa, MasterCard and American Express, but reserve the right to add or change payment methods during the Term. You expressly authorize Zndrke to charge the applicable amount, plus any applicable taxes, to the credit card you provided or, in our sole discretion, to deduct that amount from monies payable by us to you. Any refunds are in Zndrke´s sole discretion. In addition, if you owe any fees or other amounts to Zndrke, we may deduct or set-off such amounts from any current or future payments to you, in addition to our other rights and remedies.
The obligations of Zndrke to Client exists in the obligation assumed by Zndrke for the licensing of the Zndrke platform, distribution and promotion of the content, the image and the name the Artists in a general manner throughout the world, in the channels selected by the Client, while this contract is in force. Zndrke is authorized to use the Artists names, images and biographical material for the purposes of advertising, promotion, graphic audio and audiovisual or electronic editions related to Works distributed by the Client. The authorization for use of image, name or biographical material is for the sole purpose of promotion of the Artist and/or any of the works distributed by Zndrke.
Our services are described according to each of our plans:
“Single Challenge” Plan:
The Client will receive 100% percent of the net amount (deducting expenses and taxes) of sales of digital formats and other formats of any kind that may be available in the future. Outpayment of sales can be claimed by the Client for any balance in the Client's account equal or superior to a given threshold. Payment can be claimed and effectuated through the Zndrke platform.
Service prices are listed in the platform 'Pricing' section.
Zndrke will make corresponding invoices and receipts, including mandatory taxes, available to the Client according to applicable regulations.
Zndrke can decide to distribute and sell digital products obtained from the Works distributed under this contract and set and change prices thereof and, in general, everything regarding digital commercialization of the Works, in any modality and technical system or technology currently known or available in the future.
For the purpose of this contract, a "unit sold" is considered to be any unit sold via download or paid streaming through the distribution channels chosen by the Client.
Zndrke is expressly and irrevocably authorized to collect all rights derived from works licensed by the Client to Zndrke that correspond to the Client and/or Zndrke by merit of this contract, including rights related to the interpretation of its Artists in the event of public use of their works, any canon established by law for private copies, or for any other concept, without limitation. Zndrke will liquidate the Client the amount due of collected royalties.
All revenues associated with Zndrke direct sales efforts shall be calculated on a per-country basis. Subject to Section (Fraud)
Client will not, and will not authorize any third party to, directly or indirectly, generate automated, fraudulent, or otherwise invalid playback actions. If, in Zndrke’s reasonable business judgment, activity related to Client Content is suspected or determined to be so-called ‘action fraud’, ‘click fraud’, or ‘impression fraud’, or fraud of any other kind, whether in any automated or human way, by the use of a person, automated script or computer program, to click on any form of response mechanism, annotation, or advertising unit, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, Zndrke may withhold directly or indirectly any payments owed and have the right to terminate this Agreement until such time as the matter is resolved to Zndrke’s reasonable satisfaction.
Zndrke will maintain accurate and complete records of account including all documentation needed by Client to compute and verify the ROYALTIES payable to Client in connection with the performance of this distribution contract. During the Term and the three (3) year period thereafter, upon reasonable advance written notice, but in no event less than 30 calendar days’ notice, Client, or an independent reputable certified public accounting firm appointed by Client, will have the right to examine those records at any time during Zndrke normal business hours at the place where such records are normally maintained.
This contract also includes the General Legal Conditions of Zndrke, available on the Site, and it is important that the Client reads and and acknowledges its content. By accepting this contract the Client is accepting and consenting to the General Legal Conditions of Zndrke.
The Client assumes, in particular, the following obligations:
Proper utilization of the Zndrke digital content management platform, in specific: The Client guarantees that he shall not: (i) license, sublicense, sell, resell, reproduce, make available online or on a time-share, service bureau or similar basis, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Platform or Documentation in any way (except insofar as necessary to provide copyright owners, or their bona fide representatives, with access to the platform for their use); (ii) modify or create works derived from or based on the services or documentation of Zndrke; (iii) create Internet "links" to the Service or "frame" or "mirror" (any part of) the platform on any other server or wireless or Internet-based device without the consent of Zndrke; (Iv) reverse engineer the Service or software or attempt to do so (except to the extent the law explicitly prohibits such a restriction); (Iv) access the Service for any reason other than those referred to in the contract, including without limitation, in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
The Client Grants to Zndrke, and Zndrke accepts, the right of digital distribution and representation of works that the Client includes in the Zndrke platform, allowing the Client to select the channels and the exclusive distribution territory that appear on the Zndrke platform. The territorial scope of the contract is worldwide, with exclusive character for the selected channels throughout the duration of the distribution contract.
The Client accepts that in some cases, digital distribution, public communication and reproduction of content supplied by this contract shall be conducted under the Client logo/brand or label in association with the brand and commercial name of Zndrke or designated third parties.
Inform Zndrke of Client activities that are inconsistent with this Contract.
Pay, if applicable, the rights of reproduction. The Client has the ability to publish previews only (which are free of the obligation to pay rights) if desired.
Indicate through the Zndrke platform that his work contains "explicit¨ content. The term "explicit" content refers to content that evoke sexual, racist, violent or any other harmful connotations.
The Client shall not perform activities that harm or could reduce the market for the work under this contract without the prior approval of Zndrke. Zndrke reserves the right to cancel the service and all this contract by notifying the Client by email, without there being any other formality.
Zndrke is authorized to exploit, directly or through a third parties, the rights (including neighbouring rights), lyrics, songs, soundtracks or compositions included in the distributed Works under this contract. Zndrke may assign, in whole or in part, one or multiple times, including to the effects of creating compilations, always under express authorization of Client. The exclusive distribution channels will be selected by the Client.
The artists/bands/producers/labels (ClientS) rights owners who are not associated to any Rights Holders´ Organization in any country (such as but not limited to SACEM in France, MCPS in UK, SGAE in Spain, GEMA in Germany, etc.) and who decide to use some kind of copyleft license for the dissemination of their works, authorize Zndrke to be able to claim on their behalf, where appropriate, with the Rights Holders´ Organization of each country, any royalties, levies, duties, etc. that Channels have paid for digital downloads or streaming of their Works.
Zndrke is not obliged to effectuate any online promotion and/or marketing of the Works under this contract, apart from offering an account to distribute and publish the Client´S work publicly. However, Zndrke may offer complementary promotional services which the Clients may contract separately.
In this contract is subject to the laws of United States. In relation to any dispute that may arise in relation to the interpretation, execution or performance of this Contract, the parties expressly waive any jurisdiction that may be competent, and agree to submit to the Courts of Lewes (United States).
Any notice that the parties need to effectuate in connection with the development and performance of this contract shall be, whichever their object, by email at the addresses listed on Client account menu on the Zndrke platform or by any other means which the Parties agree upon expressly.