Terms & Agreements (Pub Administration)

PUBLISHING ADMIN PACKAGE

Both you and SONIC hereby agree that this SONIC Publishing Admin Package (the “SONIC Admin PACKAGE”) governs the terms upon which SONIC  (”SONIC”) will provide you (“you” or “Writer”) with music publishing administration services (the “Publishing Services”) as described in this SONIC Admin PACKAGE.   You hereby agree to register each musical composition in which you are a writer or publisher in accordance with the split sheet that is associated with your portal in your SONIC Account (“Account Registration”) or as you may later update in connection with your account settings. Please read these terms carefully prior to using or registering for the SONIC Admin Package Publishing. BY REGISTERING FOR A SONIC PACKAGE THAT INCLUDES PUBLISHING SERVICES OR SIGNING UP FOR THE SONIC ADMIN PACKAGE, YOU AGREE TO THE TERMS OF SAID PACKAGE. IN ADDITION, YOUR PAYMENT IN CONNECTION WITH THE SONIC ADMIN PACKAGE ACKNOWLEDGES YOUR AGREEMENT AND ACCEPTANCES OF THE TERMS CONTAINED HEREIN. To the extent that there is any conflict between the terms of this SONIC Admin PACKAGE and any term(s), in connection with music publishing administration, in the Artist and Digital Distribution Agreement or the TOS, the terms of this SONIC Admin PACKAGE will control.  In the event, you have elected to only subscribe to the SONIC Admin Package the Terms of Service Agreement that shall apply to you shall be limited to those terms determined by SONIC in our sole discretion.

 

1. GRANT OF RIGHTS

 

During the Term and Exploitation Period (as defined in Section 6(b) below), you hereby grant to SONIC, its successors, licensees and assigns, the sole and exclusive rights of administration, promotion and collection throughout the world (the “Territory”) with respect to one hundred percent (100%) of all of your right, title and interest (“Writer’s Interest”) in and to the musical compositions you submit to SONIC via the SONIC Web site (the “Site”) (the “Compositions”), except that this grant does not include the right to grant or administer any synchronization rights for the Compositions and with respect to the manufacture and distribution of physical copies of the Composition, the rights granted hereunder shall be nonexclusive. The rights you grant to SONIC include, without limitation, the sole and exclusive (except as set forth above) right, license, privilege and authority throughout the Territory with respect to Writer’s Interest in and to all Compositions, whether now in existence or whether created during the Term, to do the following:

(a) To register the Compositions, if you have not already done so, at your request and on your behalf, with the relevant performance rights organizations (e.g., ASCAP or BMI) (each a “PRO”, collectively “PROs”) and other licensing agencies (e.g., The Harry Fox Agency) for which SONIC may offer such registration services (the “Third-Party Registrations”). Such Third-Party Registrations will be made in accordance with the then current rules, terms and conditions of the applicable PRO or licensing organization and will require the payment of the applicable fees as specified by SONIC. As SONIC 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 execute such letters of direction as we provide to enable us to administer your account with such PROs or other third parties on your behalf during the Term and Exploitation Period. For the avoidance of doubt, you understand that we 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. To the extent we are unable to register your compositions with a PRO in your country of residence, or the PRO of your selection, you understand and agree that it is your responsibility to register works and collect the local publisher share or any writer share royalties from such PRO directly. 
In the event we subsequently affiliate with the PRO of your choice in your country of residence, you agree to execute such letters of direction as we provide to enable us to administer your account with such PRO for the purpose of claiming your existing works, registering your new works, and collecting publishing income on Your behalf.

(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 hereafter conceived or developed, including, without limitation public or private live performances, radio broadcast, television, Internet, mobile telecom.

(c) At your request or with your permission, to do or allow 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 or of the titles, lyrics or music thereof, 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 derivative works based on the Compositions, regardless of any so-called "moral rights".

(d) To make or cause to be made, and to license others to make phonograph records, master recordings, digital downloads, streams, podcasts, ringtones, transcriptions, 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 broadcast, television, sound motion pictures, wired radio, phonograph records, and any and all other means and devices, whether now known or hereafter conceived or developed, but excluding any synchronization rights.

(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.

(f) To sublicense any or all of the rights granted herein to any persons or entities.

(g) To exercise and exploit during the Term and Exploitation Period, exclusively, any and all other rights now or hereafter existing with regard to Writer’s Interest in any and 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, but excluding any synchronization rights.

(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, we shall 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 (1) year after the Exploitation Period for such Composition. In addition, 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, we may continue to receive income on your behalf. If we receive monies that were earned after the applicable Exploitation Period for a particular Composition(s) 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 Exploitation Term, you acknowledge that our receipt thereof will not be a violation of this agreement and that we have the right to accept such monies on your behalf. In such event, our Administration Fees will apply to such monies, and we will remit all Net Income to you as and when we would otherwise have accounted to you if this SONIC ADMIN PACKAGE and Exploitation Term were still in effect. 

(i) To use the names (real and professional), biographical information and likenesses of the writers of the Compositions (including but not limited to Writer) in connection with the marketing and/or promotion of the Compositions and of our Site and the Publishing Services.

2. PUBLISHING SERVICES

 

The specific Publishing Services to be provided will be as specified on the Site in accordance with the options you select in your Account Registration and is contingent upon the payment of all applicable fees. You or your designee will be the contracting party in any licenses entered into in connection with the Publishing Services. 

You acknowledge that the term of individual licenses may extend beyond the Term and/or Exploitation Period hereof and you authorize SONIC to enter into such licenses on your behalf.

3. YOUR ACCOUNT

 

(a) In order to use the Publishing Services, you must create a SONIC account (the “Account”). Writer will be asked as part of the Account Registration to select a unique user name and password and to provide SONIC with accurate, complete registration information to obtain access to the Site and the Publishing Services. Writer will be solely responsible for any and all activity transacted and charges incurred under Writer’s Account, so please ensure that you keep you user name and password confidential and safe. If at any time Writer’s 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 SONIC immediately at notice admin@sonicdistribution.com Any materials submitted to SONIC will not be returned.

(b) Writer may not assign or transfer Writer’s Account, rights, obligations, or interest under this agreement to anyone else unless otherwise agreed in writing by SONIC. Any assignment, encumbrance or other transfer of Writer’s Interest in any Composition(s) will remain subject to this agreement during the Term and Exploitation Period. A purported assignment, encumbrance or other transfer not in accordance with this paragraph will be void and without effect ab initio.

 

4. FEES

 

(a) In consideration of the Publishing Services rendered hereunder, you shall pay to SONIC the registration fees described in the relevant Account Registration (the “Registration Fees”) and the administration fee as set forth below (the “Administration Fee”), if not paid SONIC has right to deduct said Administration Fees from any and all monies payable to you. You shall also pay any applicable Third-Party Registration fees and any other fees as specified in your Account Registration or otherwise authorized under your Account. Registration Fees are non-refundable once paid, and will not be prorated upon termination.

 (b) SONIC shall retain an Administration Fee of twenty percent (20%) of the “Gross Receipts.” As used herein, Gross Receipts shall mean the total amounts actually collected on your behalf by SONIC which are attributable to the exploitation of Writer’s Interest in the Compositions. 

5. PAYMENT OF NET INCOME; ACCOUNTING

 

(a) SONIC shall remit to you, in accordance with Section 5(c) below, all Net Income (as defined below) collected on your behalf in connection with the to the exploitation of Writer’s Interest in the Compositions. “Net Income” shall mean the Gross Receipts actually received by SONIC on your behalf in connection with the exploitation of your Writer’s Interest in the Compositions, less the Administration Fee applicable to such Gross Receipts, and less all actual and reasonable non-overhead costs or expenses paid or incurred by or on behalf of SONIC in connection with the administration and exploitation of the Compositions, the performance of this Agreement and the collection of income, including, without limitation audit fees, collection expenses, and any taxes required to be deducted. With respect to licensees outside the United States, if applicable, monies received by or credited to SONIC directly attributable to exploitation of the Compositions in the United States shall be calculated “at source”.

(b) In the event that SONIC has, in its reasonable business judgment, reason to suspect that Writer’s account has been subjected to and/or involved in fraudulent activities, SONIC reserves the right to suspend the payment of the Net Income to Writer’s 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 SONIC (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by SONIC from any monies otherwise payable to you hereunder. Certain of SONIC’s licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder.

(c) SONIC will issue payments from your Account when the amount in your Account reaches the level you designate in your Account Registration. SONIC may also issue payments from your Account at additional times in its sole discretion.

(d) All accountings rendered and payments made by SONIC to you shall 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 SONIC within one (1) year from the date rendered. Statements and payments shall 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) shall be deemed a valid objection.

6. TERM; TERMINATION

 

(a) The initial term of this Publishing will commence when you register for the Publishing Services (either by specifically signing up for the Publishing Services or for a package that includes the Publishing Services) and will continue for a period of three (3) years (the “Initial Term”) unless earlier terminated by SONIC as set forth below. Thereafter, the term will automatically renew for an additional one (1) year quarterly (each a “Renewal Term”) unless you terminate thirty (30) days prior to the end of the previous term by submitting a written request through the SONIC email at admin@sonicdistribution.com and you receive written confirmation from Sonic that your termination notice was received. Your termination notice must include your account username, email address on file, artist name, and submission title as prompted on the form (a “Cancellation Notice”). Together, the Initial Term and any Renewal Terms will constitute the “Term”. Regardless of when you send your Cancellation Notice, termination will not be effective until the end of the Term in which the notice is sent. No additional Registration Fees will be payable for any Renewal Term.

(b) Notwithstanding any termination of this Publishing Addendum, 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 (as defined below) for such Composition. The “Exploitation Period” for a Composition shall commence upon the date on which you submit such Composition and will continue until the later of (a) the end of the Term or (b) twelve (12) months after you submit the Composition to us, unless earlier terminated by SONIC as set forth below. For example, if you submit a Composition on January 1st and the Term ends on February 1st of that year, then the Exploitation Period for that Composition shall continue until December 31st of that year.

(c) SONIC shall continue to have the right to collect all income payable with respect to a Composition that was earned during the Exploitation Period for a period of one year after the Exploitation Period for such Composition. SONIC will continue to account to you for all such income.

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

(e) The following Sections will survive any termination of this Addendum: Sections 1 and 2 (for the duration of any applicable Exploitation Periods) and Sections 3, 4, 5, 6, 7, 8, and 9. After the Term and Exploitation Period, we shall 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. We will continue to account to you for all such income.

 

7. WARRANTIES AND INDEMNIFICATION (INCLUDE STARR 3000 LANGUAGE)

 

Writer hereby warrants and represents as follows:

(a) Writer is at least eighteen (18) years of age and not currently signed to an exclusive songwriter, co-publishing, administration or other agreement regarding Writer’s Interest in any Compositions or Writer’s songwriting services.

(b) All registration information and other information you submit to SONIC is and will remain truthful and accurate. You will notify us promptly if any information changes or needs to be updated. In the event we are put on notice with respect to a discrepancy or any inaccuracy with respect to information provided in the Registration, we shall have the right to suspend payments generated in connection with the Compositions in question until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnity rights as set forth below.

(c) Writer has and shall continue to have the full right, power and authority to enter into and fully perform this agreement and grant the rights granted herein. Without limiting the foregoing, no consent or other permission of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to SONIC under this agreement, or SONIC’s enjoyment of such rights and the proceeds thereof as contemplated hereunder.

(d) All Compositions are wholly original to Writer, and neither the Composition nor any portion thereof (including any music, title, lyrics or other material) infringes or shall infringe upon any copyright, trademark, publicity rights or other statutory, common law or other rights of any third party; violates or shall violate any applicable law, rule or regulation or will otherwise cause any harm to or liability for SONIC. Without limiting the foregoing, no Composition embodies a “sample” or other portion of a musical composition owned or controlled by a third party.

(e) The Compositions are and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity.

(f) SONIC shall not be required to make any payments of any nature for, or in connection with, the exploitation of the Compositions except as specifically set forth herein.

(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.

(h) You shall at all times defend, indemnify and hold harmless SONIC 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 agreement,

(ii) any breach or alleged breach by Writer of any warranty, representation or agreement made herein, 

(iii) any act, error or omission committed by Writer or any person or entity acting on Writer's behalf or under Writer's direction or control, and 

(iv) the Compositions and any use or exploitation thereof as contemplated under this Addendum. You will reimburse SONIC 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 SONIC or the Other Indemnitees are entitled to be indemnified, or SONIC may elect to deduct any such payments from all sums otherwise due you hereunder.

 

8. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTY

 

IN NO EVENT WILL SONIC 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 SONIC IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SONIC'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 SONIC FOR THE PUBLISHING SERVICES. 

SONIC 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 SHALL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.

9. MISCELLANEOUS

 

This agreement, together with the SONIC privacy policy, terms of use applicable to the Site generally, and the Registration, sets forth the entire understanding between SONIC and you regarding the Site and Publishing Services. We may assign or delegate this agreement 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 agreement shall affect either party’s rights thereafter and no waiver by either party shall be deemed a continuing waiver. Except as expressly set forth herein, neither party has made or makes any representations or warranties, express or implied, with respect to any matter contained in this agreement or with respect to the making of this agreement, all of which are expressly disclaimed. If any clause, sentence, paragraph or part of this agreement or the application thereof to any person, shall for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment shall be limited and confined in its operation to the clause, sentence, paragraph or part thereof directly involved in the controversy and shall not affect the remainder of the agreement.

You acknowledge that any exploitation of the Compositions is speculative and that SONIC cannot guarantee that the Compositions will be exploited at all 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 SONIC 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 SONIC and/or its licensees.

SONIC does not guarantee, represent, or warrant that your use of the Site or Publishing Services will be uninterrupted or error-free, and you agree that from time to time SONIC may suspend the Site and 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 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.

SONIC service marks, graphics, and logos used on the Site or in connection with the Publishing Service are the sole and owned by SONIC. You are granted no right or license with respect to any of the foregoing.