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SONIC ARTIST AND DIGITAL DISTRIBUTION AGREEMENT
THIS SONIC Artist Agreement (together with any and all applicable Addenda the "Agreement"), between you and SONIC DISTRIBUTION along with our licensees, partners and affiliates collectively referred to in this Agreement as "us," "we," and "SONIC"). This Agreement contains the general terms and conditions under which SONIC offers the "Services" (as defined below) to which you hereby agree upon and is legally binding. This Agreement allows you to use our SONIC service and site to distribute your musical master recordings to selected digital services and stores and any other uses by SONIC and its licensees as described herein, all of which musical master recordings you must be the featured Artist (for clarifications purpose, this Agreement does not require SONIC to provide its SONIC site or its SONIC Services in connection with musical master recording in which you are not a featured performer). Any attempt to use the SONIC Services or SONIC Site in which you are not a featured performer shall be deemed a breach hereof. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by SONIC (by upload to the SONIC website (the "Website") to SONIC, constitutes your agreement to and acceptance of the terms of this Agreement and any applicable Addendum and or amendment hereto and amendment to the TOS.
THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICK “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW.
We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and SONIC that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, we will notify you by changing the date at the top of this Agreement and through notice on your Account dashboard.
YOU HEREBY AGREE YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH SONIC FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.
This Agreement is incorporated into and subject to the SONIC Terms of Service ("TOS"). All initially-capitalized terms not defined in this Agreement are defined in the TOS.
You hereby appoint SONIC as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the non-exclusive right, during the "Term" (as defined below) and throughout the “Authorized Territory” (as defined below), to:
(a) Reproduce and create derivative works of Your Content, including but not limited to creating video files and converting Your Content into digital masters that embody Your Content and elements thereof and authorizing our Licensees to do the same that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content into new Digital Product;
(b) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and Clips, by means of digital audio transmissions (on an interactive or non-interactive basis) through the SONIC Website, a Licensee website, or via a SONIC link to you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale or distribution and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to (you acknowledge any payments required be made to third parties are your sole responsibility and shall be made out of your share of proceeds and you hereby indemnify SONIC in connection therewith):
(i) the songwriters, composers, or music publishers owning any rights in and to Your Content;
(ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content;
(iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and
(iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);
(c) Distribute Your Content in accordance with any Digital Download Addendum, if any;
(d) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement; and
(h) Authorize our Licensees to perform any one or more of the activities specified above or in Digital Download Addendum.
The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”). The SONIC notice shall be sent to the email address associated with your Account. You shall send your notice to 8325 Broadway suite 202-113 Pearland Tx 77581.
(a) The SONIC Service enables you to upload to our servers digital files, including but not limited to, containing audio-only musical sound recordings or audio-visual works and the underlying musical compositions, literary works, dramatic works or spoken word content embodied therein (“collectively, “Recordings ”) for distribution to digital stores, streaming services, and other digital services within our distribution network ( “Digital Stores”);
(b) Recordings must be musical sound recordings in single track, EP, or album configuration (however, please note that Digital Stores will make your Recordings available to Customers to purchase or stream as individual tracks i.e., you cannot require that a Customer purchase or stream an entire album or EP as a single unit). We typically do not accept or distribute ringtones, audio books, spoken-word records, digital booklets, or other types of content; however, if we choose to do so, as determined by us on a case-by-case basis in our discretion, the terms of this Agreement shall apply to such formats.(c) We can currently accept Recordings in WAV up to 24-bit / 96kHz for WAV files. We and/or the Digital Stores may require different formats or file sizes from time to time during the Term, and SONIC reserves the right to convert audio files of the Recordings as necessary.(d) When uploading each Recording, you must provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of “Recordings.” We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.(e) Once you have uploaded a Recording to our SONIC Website (defined below) for distribution, you can delete it at any time during the Term. However, you can't remove a single track that was included within an album if you want to do that, you must delete the entire album and then re-upload the album with that song removed.
(a) The rights granted by you to SONIC are non-exclusive. Be advised, however, that if you send your Recording(s) to the same Digital Stores via SONIC and a separate service, the double listing of your Recordings may cause complications and/or problems in those Digital Stores.(b) We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it can take a few hours to a few days to several weeks for a Digital Store to integrate, process and make your Recordings available to Customers, depending on the particular Digital Store and the territory. Please be patient.(c) Each Digital Store will determine its pricing to its Customers, as well as format or media and other terms on which it offers recordings (including your Recordings) to its Customers, in its discretion and according to its business model.
(d) We will distribute your Recordings to Digital Stores on a worldwide basis
(e) Digital Stores may choose not to carry one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their policies and practices, so we can't make any guarantees. We may also decline to distribute (or may remove from Digital Stores) one or more Recordings from any or all Digital Stores if we receive any legal claims regarding the particular Recording(s), if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Digital Store, or for any other reason in our business judgment.
(f) By opting into a Digital Store, you warrant to that you have read, understand, and agree to be bound by all of the terms and conditions of that Digital Store, and that you and your Recordings and other content will comply fully with those terms and conditions.
(a) SONIC be entitled to and shall retain ten percent (10%) of Gross Monies (actual receipts) received from Digital Stores and otherwise derived therefrom pursuant to SONIC’s services hereunder. As a result SONIC will pay you one hundred percent (100%) of Net Income (as defined in Section 6(b) below). Net Income will be posted to your SONIC account in a timely fashion after SONIC’s receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.(b) “Net Income” shall be defined as SONIC’s actual receipts from Digital Stores less any tax, SONIC’s fifteen percent (15%) fee or other charge related to the Sale of your Recordings. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.(c) To the extent that you owe any amounts to SONIC as a consequence of the Terms of Service or otherwise, SONIC shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.(d) The Net Income posted to your SONIC account will be pooled in an interest-bearing bank account with the Net Income of other SONIC customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Net Income that SONIC handles as your agent and places in such pooled account. In consideration for your use of the Services, you irrevocably transfer and assign to SONIC any ownership right that you may have in any interest that may accrue on Net Income held in such pooled account. In addition to or instead of earning interest on such pooled account, SONIC may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Income.(e) To the extent that you elect to use certain Recordings from your SONIC catalog to distribute free to any parties (via a Streaming Player, directly through your own website or otherwise), you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries. Without limiting any of the foregoing, you expressly agree to either waive music publishing royalties (if you own or control such rights) or pay any necessary royalties due to third party music publishers as a result of any such free distribution.
(b) Licensee Records. SONIC, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to SONIC as true and complete. SONIC shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.
(c) Offsets. You hereby authorize SONIC to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to SONIC, whether under an indemnification provision or for costs, expenses, taxes, and deductions authorized in this Agreement.
(d) Recordkeeping; Audits. We will maintain books and records which report the sale or other licensed uses of Your Content. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of Your Content, as provided in this Section 6(d), only. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30)-days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time-based basis). We may postpone the commencement of your CPA’s examination by notice given to you not later than five (5) days before the commencement date specified in your notice. In the event of any postponement initiated by us, the running of the time within which the examination may be made will be suspended during the postponement. If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7)day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of Your Content for which SONIC has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published or shared with any other person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express written permission.
(e) Objections to Accountings. If you have any objections to a SONIC accounting statement made available to you, you agree that you shall give us specific notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within eighteen (18) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that eighteen (18)month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within forty-five (45) days of the delivery of your CPA’s audit report, unless objected to in writing by SONIC, in which case any payments due shall be postponed pending the resolution of the audit dispute. You will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that eighteen (18)-month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the amount of royalties due for the accounting periods concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing, plus interest at the rate of one-half percent (0.5%) per month. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements.
(f) Affiliation with Other Performing Rights Organizations for Royalties. Nothing contained in this Agreement shall prohibit you from affiliating with any PRO for the receipt of royalty payments for the public performance or communication to the public of your sound recordings or musical works made by a third party, excluding only public performances or communications to the public of sound recordings or musical works made by SONIC pursuant to the Authorizations set forth in Section2 of this Agreement.
(g) Tax Information. SONIC will use reasonable efforts to collect sales and federal, state, local or foreign withholding or other taxes owed on the sale of Your Content (“Tax”), and to remit such Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that
(i) SONIC’s payment of any sums to you hereunder, including any royalties for your Content licensed pursuant to this Agreement, is conditioned upon your fulfillment of all obligations described hereunder and SONIC’s receipt of your completed U.S. Federal Tax form W-9 or, as applicable, the appropriate form W-8,
(ii) SONIC shall be entitled to withhold from any amounts payable to you under this Agreement any Tax, charges and governmental fees which SONIC is required to withhold,
(iii) you are ultimately responsible for tracking and paying any Tax, charges and governmental fees owed in connection with the sale or distribution of Your Content pursuant to this Agreement, including without limitation any tariffs, value-added taxes or governmental fees, and you hereby indemnify SONIC for any Tax, charges and governmental fees that may be owed in addition to those amounts collected and remitted on your behalf by SONIC. You will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.
(a) You, or a licensee acting on your behalf (e.g., a company such as Easy Song Licensing), will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay
(i) any royalties and other sums due to artists (featured and non-featured), authors, coauthors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content,
(ii) all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content,
(iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and
(iv) any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us. You agree that the amount payable to you is inclusive of any socalled “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content.
(b) Parental Advisory Labeling. You will be responsible for complying with the Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards, as applicable, for so long as you use the Services. Information about the RIAA PAL Program is available here: https://riaa.com
(a) Name and Likeness of Artists and Songwriters. You hereby grant to SONIC during the Term the right to use and to authorize our Licensees to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings or audiovisual works, in any marketing materials for the sale, promotion, and advertising of Your Content, which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of Your Content).
(b) Promotion. You hereby grant to us and our Licensees the right to market, promote, and advertise Your Content as available for purchase or license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion.
Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title, and interest in and to (a) Your Content, (b) the Digital Masters, (c) the Clips, (d) the Physical Product (if applicable), (e) all copyrights and equivalent rights embodied therein, and (f) all materials furnished by you, will be yours.
(a) Modification of Agreement. We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. You authorize us to communicate with you via any reasonable manner we may choose in our sole discretion. In the event of substantive changes to the terms of this Agreement, we will notify you by changing the date at the top of this Agreement and through notice on your Account dashboard. The most recent date of this Agreement shall be identified on the first page hereof. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services by sending us a Termination Notice. Your continued use of the Services after any modification will constitute your binding acceptance of the changes.
(b) Consequences of Termination. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of your termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination, including, but not limited to, the Indemnification, Disclaimers, Limitation of Liability; Basis of the Bargain, and General Provisions.
(a) Monitoring. SONIC does not control Your Content and does not have any obligation to monitor Your Content for any purpose. SONIC may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so SONIC assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artist’s content or artwork.
(b) Right of Removal. SONIC reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Services. Reasons for removal include, but are not limited to content which:
(i) is patently offensive, pornographic or defamatory,
(ii) is the subject of a dispute between you or us and a third party,
(iii) is content to which you cannot document your rights to SONIC’s satisfaction therein upon SONIC’s request,
(iv) violates the intellectual property rights or other protected interests of a third party,
(v) is the subject of a takedown notice by a party claiming to own the rights therein, or
(vi) is subject to legitimate complaints from licensees, partners and affiliates. SONIC may also remove Your Content from the Services if SONIC has, in its reasonable business judgment, reason to suspect that your Content or Account has been subjected to and/or involved in fraudulent activities or for any other reason in SONIC’s sole and absolute judgment is necessary to protect the business interests of SONIC and any of its affiliates, partners or Licensees SONIC may also remove Your Content from the Services if you are abusive or rude or provide false or intentionally misleading information to any SONIC employees or agents.
SONIC reserves the right to suspend the payment of any funds payable to you hereunder and to block your ability to otherwise withdraw funds from your Account 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. SONIC shall have no liability to you for the removal of any of Your Content from the Services or any Licensee website or service. Notwithstanding the preceding sentence, SONIC may, in its sole discretion, provide you a refund for any fees previously paid by you for making Your Content available via the Services or through Licensees. The removal of any of Your Content shall not relieve SONIC of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content, except that SONIC will not be obligated to pay you any royalties that SONIC deems, in its reasonable business judgment, to have been accrued through the fraudulent or abusive exploitation of Your Content.
(c) No Termination Due to Removal. This Agreement shall not be terminated automatically by SONIC’s removal of Your Content from the Website or Licensee’s websites or services. In order for you to terminate this Agreement following the removal of any of Your Content, you must send SONIC a Termination Notice.
(a) Your Account Information. In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to SONIC upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and upto-date at all times during the Term of this Agreement.
(b) Password. As a registered user of the Services you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify SONIC by e-mail to firstname.lastname@example.org. You will be solely responsible for the losses incurred by SONIC and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying SONIC that your Account has been compromised.
(c) Disclosure of Information. You acknowledge, consent, and agree that SONIC may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to a claim that any of Your Content violates the rights of third parties; (iv) to respond to your requests for customer service; or (v) to protect the rights, business interests, property or personal safety of SONIC and its employees and users, and the public.
(a) You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage SONIC, its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:
(b) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended;
(c) Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to upload Your Content to the Website;
(d) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;
(e) Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;
(f) Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
(g) Create a false identity or impersonate another for the purpose of misleading others as to your identity, including, but not limited to, providing misleading information to any feedback system employed by SONIC;
(h) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;
(i) Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;
(j) Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or
(k) Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
SONIC may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Website, at any time and without notice and without liability to you. The features, media, content, products, software or services available on and through the Website may be out of date, and SONIC makes no commitment to update any aspect of the Website. SONIC makes no representations and warranties with respect to availability of the Website and may discontinue the Service at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of Your Content uploaded to the Website or otherwise delivered to SONIC as Physical Product.
(a) Mutual Representations and Warranties. Each party represents and warrants to the other that it:
(i) is authorized to enter into this Agreement on the terms and conditions set forth herein.
(ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement.
(iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.
(b) Representations and Warranties by You. You represent and warrant to SONIC that:
(i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to SONIC that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement.
(ii) you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement.
(iii) the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
(iv) to the extent you are the songwriter of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a cowriter), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of Your Content, including as Clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by SONIC or its Licensees.
(v) you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.
SONIC makes no guarantees regarding the minimum number of unit sales or uses of Your Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter into with SONIC for the sale, distribution or licensed use of Your Content, including by paying the royalties they owe us for the distribution of Your Content. If a Licensee refuses to pay us for the use of Your Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any sale, distribution or licensed use of Your Content if such third party fails or refuses to pay such amounts to SONIC upon SONIC's request.
Indemnification. You hereby agree to indemnify, defend, and hold SONIC harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, any Claims made by a PRO or music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section.
THE WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(a) Mandatory Arbitration. GOVERNED BY ATTACHED TERMS AND CONDITIONS.
(b) Commencing Arbitration. GOVERNED BY ATTACHED TERMS AND CONDITIONS.
(c) Arbitration Proceeding. GOVERNED BY ATTACHED TERMS AND CONDITIONS.
(d) No Class Actions. YOU AND SONIC AGREE THAT YOU AND SONIC MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
(e) Decision of the Arbitrator. GOVERNED BY ATTACHED TERMS AND CONDITIONS.
(f) Applicable Law. This Agreement and your use of the Services and the Website shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and SONIC under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and you and SONIC hereby submit to the personal jurisdiction and venue of these courts.
(g) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which SONIC seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by SONIC or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against SONIC, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.
(h) Claims. You and SONIC agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
(i) Improperly Filed Claims. All claims you bring against SONIC must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, SONIC may recover attorneys’ fees and costs up to $5,000, provided that SONIC has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
(a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and SONIC, and SONIC shall not have a fiduciary obligation to you as a result of your entering into this Agreement.
(b) Entire Agreement. This Agreement together with the TOS contains the entire understanding of the parties relating to the subject matter hereof. This Agreement (including all Addenda) supersedes all previous agreements or arrangements between you and SONIC pertaining to the Services, provided that if you previously entered into a digital distribution or consignment agreement with us in the past, and elected any options specifying or limiting the scope of the distribution of Your Content, the limitations and authorizations with respect to the distribution of Your Content shall remain in place under this Agreement and the applicable Addendum. This Agreement cannot be changed or modified except as provided herein.
(c) Waiver; Severability. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
(d) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
(e) Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with SONIC, or as properly updated, or, in the absence of a valid electronic mail address, via any other method SONIC may elect in its sole discretion, including, but not limited to, via posting on the Website.
(f) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.
(g) Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
(h) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(i) Assignment. SONIC may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining SONIC’s prior written consent.
The following capitalized terms shall have the following meanings for purposes of this Agreement:
(a) Authorized Territory” means the universe during the SONIC registration process.
(b) “SONIC Software” means a
(i) software application available on the Website that you or someone authorized to act on your behalf may embed on third-party websites,
(ii) link, code, script or any other software or instruction that you or someone authorized to act on your behalf may embed or place on a third-party website, including, but not limited to, social media websites such as Facebook, that permits a user of such third-party website to access content hosted and/or streamed from servers owned or controlled by or on behalf of SONIC, including Your Content, or
(iii) standalone software available for use on mobile devices, smartphones (e.g., iPhones, Android phones), tablet computers (e.g., iPads), set-top boxes, and other hardware now known or hereafter developed (collectively, "Hardware"), that facilitates or enables the public performance, communication to the public or other transmission of Your Content via the Internet or any other transmission medium through such third-party websites or on or through any Hardware. The SONIC Software may provide access to all of Your Content or give you the ability to control which of Your Content is available through third-party websites, as SONIC may choose in its sole discretion.
(c) “Consignment Service” means the service that enables you to market and have sold Physical Products via the Website and/or through SONIC’s partners (e.g. distributors, retailers) on a consignment basis following your delivery of Your Content to SONIC as Physical Product.
(d) “Copyright Management Information” means the digital information conveying information regarding a Digital Master, including, by way of example and not limitation, the title of the applicable album, the name of the song, the ISRC code, the marketing label, and the record company name.
(e) “Digital Download and Distribution Service” means the online services operated by SONIC for the sale, distribution or licensing of Your Content and other content through the Website or through websites and services operated by or on behalf of Licensees.
(f) “Digital Master” or “Digital Masters” means a copy or copies of Your Content in digital form, whether created by you or SONIC.
(g) “Digital Performance Rights” means the rights to perform a copyrighted work publicly by means of a digital audio transmission.
(h) “Digital Performance Rights Administration Service” means the service that enables SONIC to administer and manage your Digital Performance Rights and to collect on your behalf monies derived from the exploitation of the Digital Performance Rights in the sound recordings you have submitted to SONIC.
(i) “Licensee” means any third party licensee that we may authorize to carry out the marketing, distribution, licensing, and sale or other use of Your Content pursuant to the terms of this Agreement, including, by way of example and not limitation, Apple iTunes, MediaNet, Rhapsody, online streaming services (e.g., webcasters), and others that SONIC may chose in its sole and absolute discretion.
(j) “Physical Product” means Your Content as fixed in physical product such as CDs, DVDs, LPs, etc.
(k) “Service” means either, any combination, or all of the Digital Download and Distribution Service, the Consignment Service, and the Sync Distribution Service.
(l) “Sync Distribution Service” means the service that enables you to have Your Content made available for synchronization and other licensing.
(m) “Threshold Amount” means the dollar amount set by you initially upon your registration with SONIC, or as subsequently modified by you, which amount shall in no event be less than $10.
(n) “Your Content” means sound recordings, video content (i.e., audiovisual works), and the musical works embodied in such sound recordings and video content, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings and video content that you have provided to SONIC, either by digital upload to the Website or by delivery of Physical Product, either directly or via a third party acting on your behalf. Any such sound recordings and video content (and the musical works embodied therein), artwork, photos, liner notes, metadata, or other material provided by you to SONIC, must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized under this Agreement. For the avoidance of doubt, Your Content encompasses each sound recording and the musical work (i.e., the notes and lyrics) embodied in each sound recording.
SONIC DOESN'T TAKE ANY COPYRIGHT OR OTHER INTEREST IN ANY OF YOUR MUSIC, ONLY A LIMITED LICENSE TO DISTRIBUTE.PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL COMPOSITIONS, LITERARY WORKS, DRAMATIC WORKS, SPOKEN WORD CONTENT, ARTWORK AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE SONIC SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE MUSICAL COMPOSITIONS THEREIN, AND ELECTRONIC TRANSMISSIONS OF SUCH MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, VIA STREAMING SERVICES), AS NECESSARY. FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY REMIXES, OR RECORDINGS THAT INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL RECORDINGS. YOUR RECORDINGS OF COVER VERSIONS WILL NOT BE AVAILABLE IN ANY DIGITAL STORE UNTIL SONIC RECEIVES NOTICE THAT THE APPROPRIATE LICENSES HAVE BEEN CLEARED.
Welcome to the SONIC Digital Distribution Addendum between you and SONIC. This Digital Distribution Addendum is part of and incorporates the terms of the SONIC Artist Agreement, and contains additional terms and conditions under which SONIC offers the Digital Download and Distribution.
While selling Your Content on the Website is non-exclusive (meaning you have the right to sell your music and videos directly), the rights granted by you to us under this Digital Distribution Addendum are exclusive with respect to serving as your authorized representative for distributing Your Content to third party distributors for online redistribution, because online retailers (e.g., iTunes, Amazon, etc.) will refuse content that may be delivered by multiple parties. The rights granted are also exclusive as to acting as your collection agent with respect to royalties owed to you as the sound recording copyright owner by third party licensing organizations (such as Sound Exchange) for the exploitation of your Digital Performance Rights under the compulsory license ("Digital Performance Royalties"). However, you may opt out of our collection of such Digital Performance Royalties as described in Section 3 below.
In addition to the rights granted in the SONIC Artist Agreement, You hereby grant to us the exclusive right (as explained below), and to our Licensees the non-exclusive right, during the Term and throughout the Authorized Territory, to:
(a) Reproduce, promote, sell, distribute, and deliver Your Content and Art Tracks as Digital Masters to purchasers and resellers who may use such Digital Masters in accordance with usage rules approved by us and pursuant to any limitations imposed by your distribution preferences (e.g., only Digital Master Sales);
(b) Use and authorize others to license the use and sale of Your Content and Art Tracks in connection with all manner of phone services, such as, but not limited to, sales or licenses of Your Content as downloads (including, without limitation, downloads to cell phones) and for use as ringtones (including mastertones) and ringback tones;
(c) Use socalled “kiosks” to reproduce, distribute, market, and promote Your Content, including, without limitation, by allowing the burning of compact disc and DVD copies of any of Your Content (to the extent not expressly prohibited by you) or by allowing a copy of Your Content to be transferred to digital storage devices, including smartphones and other handheld devices (e.g., iPods, USB drives, etc.);
(d) Use and authorize others to allow copies of Your Content to be distributed as so-called “conditional” downloads, whether tethered to a device, time limited, play limited or otherwise;
(e) “Stream” and authorize others to “stream” Your Content on-demand as part of an Internet radio service, on a multi-channel video programming distribution service, or via any other interactive distribution platform or technology, whether now known or hereafter developed, or as part of a non-interactive service; and
(f) Reproduce, distribute, and publicly display visual elements of Your Content (e.g., album cover artwork, images, etc.) in connection with the promotion, advertisement, sale, and distribution of Your Content.
(g) Create and authorize others to create fingerprints of Your Content for purposes of audio recognition, which shall remain the property of SONIC and/or its third party partners; and
(h) Use and authorize others to license the use of any album related artwork, photos, liner notes, metadata and other material related to, but not including, your sound recordings and video content that you have provided to SONIC in perpetuity.
In addition, you hereby grant to us the sole and exclusive rights throughout the Authorized Territory to administer, promote and manage your Digital Performance Rights in the sound recordings you submit to SONIC (the "Sound Recordings"), including without limitation the sublicensable right to:
(a) Register, on your behalf, with SoundExchange and other similar organizations and licensing agencies which collect Digital Performance Royalties and for which SONIC may offer such registration services (the "Third-Party Registrations") unless you opt out of as described below;
(b) Collect, on your behalf, all Digital Performance Royalties unless you opt out of as described below, and other amounts owed to you for the exercise and exploitation of your Digital Performance Rights in the Sound Recordings
(c) Otherwise exercise and exploit, and allow others to exercise and exploit, your Digital Performance Rights in any manner or media, whether interactive or non-interactive, including digitally performing and licensing others to digitally perform the Sound Recordings publicly or privately, for profit or otherwise, by any means or media whatsoever, whether now known or hereafter conceived or developed.
If you do not want SONIC to collect Digital Performance Royalties from, or register with, Sound Exchange (or any other similar licensing agencies) on your behalf, you may opt out of such collection and registration by: 1) emailing us at email@example.com; or 2) opting out from your SONIC Members Dashboard (as of December 10, 2014).
(a) Wholesale rates. For digital content resold through our Licensees (including, by way of example and not limitation, iTunes, Amazon.com, eMusic, Rhapsody, and other partners), we will pay you an amount equal to eighty-five percent (85%) of the net wholesale price actually received by us from our Licensees for the sale or other licensed uses of your Digital Masters (the “License Fee”) net of Tax. Distribution fees owed to SONIC by any entity with whom SONIC has entered into a contractual relationship that are not received or collected by SONIC (e.g., as a result of the other party’s failure to perform under a contract) are not included within the calculation set forth in this Section4(a).
(b) Retail Sales Rates. For digital content sold directly through our Website, we will pay you an amount equal to eighty-five percent (85%) of the retail price actually received from a customer for the sale or other licensed use of Your Content net of Tax. Retail sales fees owed to SONIC by any entity with whom SONIC has entered into a contractual relationship that are not received or collected (e.g., as a result of charge backs, breach of contract, failure to pay, etc.) are not included within the calculation set forth in this Section4(b).
(c) Digital Performance Rights. We will pay you an amount equal to eighty-five percent (85%) of the Digital Performance Royalties and other amounts actually collected by us on your behalf in connection with your Digital Performance Rights, and we will retain the remaining fifteen percent (15%) as our fee for the Digital Performance Rights Administration Services. If we incur any out-of pocket expenses, costs or fees in connection with the collection or distribution of such Digital Performance Royalties or the management or administration of your Digital Performance Rights, we may deduct such amounts from the amounts payable to you.
(d) Payment Terms. We will attempt to provide you with accounting details on a quarterly basis in the secure members’ login portal at, but we shall not be deemed in breach of this Addendum for failure to provide you with such information on a quarterly basis. We will use commercially reasonable efforts to provide you with payments for digital distribution (electronic transfer) within seven (7) business days from the date of each quarterly accounting. 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.
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