​INTRODUCTION

ItyDity, LLC (“ItyDity,” “Our,” “Us,” or “We”), a Colorado limited liability company, owns and operates this website (the “Site”). These terms of use and conditions (“Terms of Use”) describe and govern the rights, obligations, and responsibilities any user (“You,” “Your,” or “User”) of the Site or Services has. Your access to and use of the Site is subject to these Terms of Use, Our Privacy Policy, as well as all applicable laws and regulations. In these Terms of Use. You understand and agree that these Terms of Use are entered into between You and ItyDity. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THE SITE, SERVICES, OR ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SITE OR SERVICES. The Site and Services are continually under development, and We reserve the right to review, amend, edit, alter, or remove any part of these Terms of Use in Our sole discretion at any time and without prior notice to You. You should check the Terms of Use from time-to-time when You use the Site or Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Site. Unless otherwise indicated, any new content, materials, designs, or other information added to the Site or Services is also subject to these Terms of Use upon its posting to the Site. IF YOU DISAGREE WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE OR SERVICES. Your continued use of the Site or Services after a change has been posted constitutes Your acceptance of the changes.

 

KEY TERMS

 

“Artist” means a User who: (a) creates a Song or has a Song idea with the intention of using the Site or Services in association with development of that Song or Song idea; or (b) uses the Site or Services to determine develop their production style or sound.

“Artist Payment” means the payment according to the price selected by and due from Artist when Artist creates a Project or Project Service via the Site or Services. 

“Contractor Fee” means the Artist Payment minus the ItyDity Fee.

“Contractor” means a freelance producer, instrumentalist, music instructor, studio musician, audio engineer, or studio engineer, whether acting as an individual or entity, who wish to assist in such development through the creation of musical parts or the production of Songs. Contractor includes Selected Contractor, but Selected Contractor does not include all Contractors. 

“Contractor Services” means all services a Contractor provides to Artist in any way related to or originating from Artist or Contractor’s use of the Site or Services. 

"Defective" means inoperative or non-working.

“Final Deliverable” means the completed, final recording of the Song or Work produced through the use of the Site or Services, as approved by the Artist.

“ItyDity Fee” means Our fees for any Services Artist enters into.

“Project” means the efforts and intentions an Artist undertakes to work with Contractors toward the creation of a Final Deliverable via a Proposal, paying the Artist Payment, working with a Selected Contractor(s), following the other instructions on the Site or Services, or to develop the Artist’s production style or sound.

“Person” means an individual, corporation, partnership, limited liability company, unincorporated organization, trust, association, or other entity.

“Proposal” means a proposal made through the Site to work with available Contractors on a Project pursuant to the creative wishes of the Artist.

“Project Service” means a one-to-one collaboration between an Artist and Selected Contractor through the Site or Services, and subject to the directions and requirements on or within them.

“Sale” means the applicable transaction between Artist and Selected Contractor. 

“Selected Contractor” means a Contractor(s) an Artist selects for a particular Project or Project Service. 

“Services” means generally those services identified in Section 1.1.

“Song” means any musical composition, recording, or audio file, whether the subject of a proposal or Service, or not.

“Submission” means an informational request a Contractor provides to Artist in response to the Artist’s Proposal in the Contractor’s hopes of becoming a Selected Contractor, or in response to Artist’s request to collaborate in a Project Service. 

“Selected Submission” means a submission of a Selected Contractor or Contractor that an Artist selects or Accepts for a particular Project or Project Service, as applicable.

“User” in addition to the above definitions, means any user of the Site or Services. Artists and Contractors are both Users, although a User may not be an Artist or Contractor. 

​​“User Content” means any and all information and content a User submits to or uses with the Site or Services. User Content may include and may not include Subject Materials and Subject Intellectual Property, as those terms are defined in Sections 1.6(a) and 2.1.1, respectively.

“Work” means the Artist’s musical composition that is the subject of a Proposal.

 

1. SERVICE

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1.1 GENERAL

ItyDity provides a number of novel services to Users. The “Services” may include: 

 

1. Providing and operating the Site.

2. Providing an online platform to facilitate business and collaboration between Artists and Contractors, including, for example, through Proposals, Submissions, Projects, and Project Services, whether in-person, virtually, or via asynchronous online communication. 

3. Providing Artists access to a worldwide network of music producers and other Contractors.

4. Providing access and use of Our unique and proprietary Song Production Blueprint technology, which generally develops an Artist’s unique sound and matches the Artist with Contractors.

5. Song Production Blueprint assessments to analyze what production style in Our opinion works best for an Artist’s music.

6. General artist/creative development and educational services;

7. Providing automated synchronization licensing services to connect Artists with movie, TV, advertising, and film licensing opportunities via our unique and proprietary Ingenious Music Licensing service, including as described in Section 3.1(d).

8. Music Production Services, including as described in Section 3.1(c).

9. Hosting a music licensing library.

10. Music publishing services.

11. Administrative and music marketing support in connection with facilitating the above collaboration and Services.

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1.2 PROJECT

​(a) Proposal. In order to undertake a Project, an Artist must first submit a Work through a Proposal and clearly specify the requirements as indicated on through the Proposal process such that Contractors clearly know the Artist’s criteria on which the Artist will judge the Submission. A Project consists of three phases. The first phase is the “Feedback Phase". The second phase is the “Sketch Phase.” The third phase is the “Final Production Phase.” In the Feedback Phase, the Artist may obtain written requests from producers to collaborate. An Artist has the option to select a Selected Contractor immediately after the Feedback Phase or to select the top three Contractors and move to the Sketch Phase before selecting a single Selected Contractor. The Final Producer Phase begins when Artist selects a Selected Contractor to work with. The Artist then works one-on-one with the Selected Contractor to create a Final Deliverable, which will be delivered at the end of the Final Production Phase. After the Artist approves the Final Deliverable, the Selected Contractor will receives the Contractor Fee. 

 

(b) Refunds and Project Phases. There are three phases (also called steps) in every project. The first phase Artist Payment is $100. This phase one Artist payment is always non-refundable. There is an additional Artist Payment of $500 that the Artist shall pay ONLY when and if they choose to enter the second phase.  It is not required that the Artist enter the second phase.  If the Artist does choose to enter the second Phase and in the second phase the artist is not happy with the sketches they have received, and ItyDity cannot remedy the issue, Artist may request a partial refund of the phase two Artist Payment for the amount of $425 (US Dollars). This is in accordance to our money-back guarantee. If the Artist proceeds into the third phase of a Project, they will first need to pay the phase 3 Artist Payment which is the amount listed as the Selected Producer Fee minus the $500 they put down towards production in Phase two. This is also the amount they will be invoiced by ItyDity at that time. After Artist Payment is paid for phase 3 the total Artist Payment of phase two and phase three is non-refundable. 

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(c) Revision limits. Artist may ask for up to 5 rounds of revisions from their Selected Contractor in Phase 3 of a Project. If more revisions are needed they will need to pay their selected contractor $40/per hour for additional revisions. Payment for additional revisions will be billed after revisions have been made but must be made by the Artist before they receive their final Deliverables.

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(d) Production Assistant. Artist receives up to 2 hours of support from a dedicated Production Assistant at ItyDity in Phase 1 & 2. Artist received up to 2 hours more of support from a dedicated Production Assistant at ItyDity in Phase 3.  Production Assistants can help Artist decide between Submissions, ask for revisions, communicate with Producers, and resolve issues. Support from Production Assistance can be via email, phone, or Zoom call. If Artist needs additional support beyond the 2 hour limit in Phase 1 & 2 and/or beyond the 2 hour limit in Phase 3, they will need to purchase the Unlimited Production Assistant Support package.

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(e) Project Communication Within 1-on-1 Project Services, Contractors must uphold the same communication standards that exist within all ItyDity Projects, which is that they must communicate a response to Artist revision requests or major questions or concerns within 5 business days, and to complete a revision request within 2 weeks of the request, in order to complete a Project within a timely fashion. Failure to do so may result in the dissolution of the Project without Payment of Contractor Fee. As well, Artists must respond to Contractor communication within 5 business days. Failure to do so may result in the dissolution of the Project without a refund of Artist Payment(s).

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1.3 PROJECT SERVICE

(a) Artists and Contractors can also work with each other through the Site or Services 1-on-1 by creating a Project Service and following the directions on the Site. Contractor can create invoices to request payments from Artist related to the Project Service. Artist can pay invoices and reserve the right to receive Submissions (also known as “sketches”) before they are considered “Accepted.” If Artist has not Accepted a Submission(s) (“sketch”), Artist may request a refund of the Artist Payment, at any time up to sixty (60) calendar days after the date of invoice, or ten (10) calendar days after delivery of the subject Submission (“sketch”), whichever is sooner. After Contractor has delivered the Submission (“sketch”), Artist will be deemed to have Accepted the Submission (“sketch”) unless Artist provides notice of rejection to ItyDity and Contractor within ten (10) calendar days of delivery of the Submission (“sketch”). If Contractor does not cure the issues in the notice of rejection within thirty (30) days of the pertinent rejection notice, Artist will be refunded the Contractor Fee and Artist will have no right to use the resulting Submission in any way. ItyDity reserves the right in its sole discretion to restrict Artist and Contractors from creating Submissions or Final Deliverables using a Project Service and to remove Submissions. ItyDity has no involvement in managing or providing the Submissions to Artist and is simply providing the ability for Contractor to store files for, work with, invoice and receive payments from Artists, and for Artists to request services from, view Submissions, provide feedback on Submissions and pay Contractors, using Project Services. ItyDity has the right to assign all invoicing occur between Contractor and Artist off the site. Shall Contractor arrange a payment schedule with Artist offsite, payment schedule must be communicated to artist at start of Project and all payments must be made before Artist receives Final Deliverables. Within Project Services, Contractors will set and dictate revision limits for the Project Service to be communicated to and accepted by the Artist prior to the Artist accepting a Submission (“sketch”). Within 1-on-1 Project Services, Contractors must uphold the same communication standards that exist within all ItyDity Projects, which is that they must communicate a response to Artist revision requests or major questions or concerns within 5 business days, and to complete a revision request within 2 weeks of the request, in order to complete a Project within a timely fashion. Failure to do so may result in the dissolution of the Project without Payment of Contractor Fee. As well, Artists must respond to Contractor communication within 5 business days. Failure to do so may result in the dissolution of the Project without a refund of any Artist Payment(s) to date..

 

1.4 INGENIOUS MUSIC LICENSING LIBRARY

You may submit Songs into Our Ingenious Music Library for consideration by third-parties looking for music to synchronize with their independent projects. By registering for this Service or uploading a Song into it, You specifically offer and agree to be bound by Our “Contributor Agreement.” If You are searching for a Song to use in your independent project, by registering for Our music library Service, or by downloading a Song in association with it, You specifically offer and agree to be bound by Our “Content License Agreement.” ItyDity reserves the right, in Our sole and exclusive discretion to accept or reject any User’s offer to participate in this music library Service for any reason. By registering for this Service, and otherwise utilizing a Song in relation to it, regardless if You are contributing or buying a Song, You further agree to be bound by these TOU. If You prefer terms contrary or in addition to those contained within Our Contributor Agreement or Content License Agreement, such as exclusivity for a particular track, please contact Us directly at info@itydity.com.

 

1.5 ONE-TO-ONE MUSIC PUBLISHING DEALS WITH ARTISTS

We may from time-to-time offer Artists an opportunity to enter into a publishing deal with Us for one or more Songs. In such an arrangement, We will actively pitch Your Song(s) for exclusive licensing opportunities. That arrangement will be subject to a separate agreement, supplied at the time of such offer.

 

​1.6 ARTIST AND CONTRACTOR WARRANTIES; PENALTIES FOR BREACH.

(a) While we encourage Artists and Contractors to work together both on and off the Site, Artists and Contractors understand, represent, warrant and agree to ensure work on all matters related to the Site and Services, including but not limited to via the Project, Proposal, Submission, and Work (collectively, the “Subject Materials”) remain subject to these TOU and the payments guaranteed herein. These TOU do not apply to any Songs or other intellectual property that do not implicate the Site or Services. Under no circumstances, however, shall Artist induce or accept any Contractor Services in relation to work on matters substantially similar to the Subject Materials in an effort to avoid the ItyDity Fee or these TOU, including but not limited to permitting, inducing, accepting, or requesting Contractor Services substantially similar to those advertised or provided through the Site or Services. Artist may similarly not cancel any Project, ask for a refund, or otherwise amend, delay, or terminate its use of the Site or Services for the purpose of avoiding the Artist Payment. ItyDity shall have the sole and exclusive discretion to determine whether an Artist or Contractor has undertaken conduct in violation of this Section 1.2(c). Upon any such violation, the involved User shall be in breach of this Agreement, and the User’s right and license to use the Site or Services shall immediately terminate, and all fees or payments, due, owing, or agreed upon, shall become immediately due and owing, and non-refundable. These penalties shall be in addition to any other remedies available to ItyDity under applicable law.

 

(b) This Section 1.6 is intended to comply with applicable law. Some jurisdictions provide certain mandatory statutory rights (e.g., right to supplementary performance (e.g., rectification or replacement), right for a refund, right to withdrawal, right to reduce the price and right to damages in case the Proposal is defective) (collectively, “Mandatory Statutory Rights”). Any such Mandatory Statutory Rights shall remain unaffected, but shall be applied to the minimum extent permitted under such applicable law.

 

1.7 SELECTING MULTIPLE PRODUCERS

Artists may have multiple producers as Selected Contractors. We require the Artist to initially select one producer as the “Lead Producer.” The Lead Producer will then be tasked with mixing and mastering the Work and receive the full Contractor Fee. Then, the Artist will have the option to either: 

 

(a) Choose one or more other producers as co-producers and pay each co-producers an additional amount equal to the Contractor Fee minus $300 (since the co-producers are not tasked with providing mixing and mastering services). Co-producers shall then receive a five percent (5%) sound recording royalty on top of the Selected Contractor’s five percent (5%) royalty and ItyDity's five percent (5%) royalty, as detailed in Section 2.2.

 

or

 

(b) Instead of selecting co-producers, the artist can select only certain elements from non-selected proposals such as the bass line, or horns section, or drums and then pay each corresponding Contractor a flat fee of $100 for each specific element. Producers who are paid for single elements do not receive any royalties. 

 

2. INTELLECTUAL PROPERTY AND ROYALTIES

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2.1. Intellectual Property Rights

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2.1.1. Artist Owns All Intellectual Property Including Composition and Master Recordings.

Subject to Section 2.1.5 and as an explicit and non-assignable condition of Contractor's use of the Site and participation in the Services, each Contractor acknowledges and agrees the entirety of its Contractor Services and all of the results and proceeds of the Contractor Services in relation to any Selected Submission, including but not limited to all copyrights in any Final Deliverable, collectively constitute a “work made for hire,” as defined by U.S. Copyright Law, for the benefit of the Artist with whom the Contractor collaborates on a Project or Project Service. The Contractor shall accordingly not retain any intellectual property rights in any form related to the Contractor Services for a Selected Submission, its work on the Project or Project Service, or the results of such work in the Final Deliverable or any other iteration of a Selected Submission (collectively, the “Subject Intellectual Property”). The entirety of the Subject Intellectual Property shall be the Artist’s sole and exclusive property, including but not limited to the Composition and Master Recording copyrights. Artist shall be deemed the author and owner of any and all copyrights in or resulting from the Selected Contractor’s Services, the Selected Submission, the Final Deliverable, and any other element of Selected Contractor’s work on a Project. Artist shall accordingly have and retain the unrestricted right, forever and throughout the Universe to, in Artist’s sole and exclusive discretion, use, reuse, allow others to use, edit, alter, modify, add to, otherwise arrange, advertise, promote, register rights in, make derivative works, distribute, transfer, assign, license, and otherwise exploit (the “Copyright Conduct”) any part or portion of the Project, Project Service, Proposal, Work, Final Deliverable, the composition and master recordings, and any and all iterations of the Selected Submission, and any result of Selected Contractor’s Services in a particular Project or Project Service in any form and including the Final Deliverable, without further rights, approvals, or compensation to the Contractor. In any event, and based upon the terms of this paragraph, Contractor agrees and understands it shall not have any copyright or other intellectual property in the Subject Intellectual Property, and therefore shall not undertake any Copyright Conduct in regard to it, unless specifically authorized in this Agreement, or undertaken with Artist’s prior, written consent. Contractor further agrees to reasonably assist Artist in the registration of any copyright in the Subject Intellectual Property, including but not limited to signing or completing any necessary paperwork reasonably required or requested to accomplish such registration.  

 

2.1.2. As an explicit and non-assignable condition of a Contractor’s participation in the Contractor Services and use of the Site, each Contractor waives any benefit of “moral rights” or other similar rights of creators within any Subject Intellectual Property, in which Selected Contractor participates in any form.

 

2.1.3. Each Contractor warrants, promises, and agrees to ensure the results, inclusions, deliverables, materials, and proceeds of any third-parties a Contractor hires, employs, retains, or uses, either directly or indirectly, in connection with the provision of the Contractor’s Contractor Services, the results of which are incorporated into the Final Deliverable, shall be and remain Artist’s sole and exclusive property under the same terms delineated in section 2.1.1 and 2.1.2, above.

2.1.4. Subject to paragraph 2.1.5, below, to the extent any part of a Contractor’s Contractor Services or contributions to the Subject Intellectual Property is not considered a work made for hire, or to the extent any portion of paragraph 2.1.1 is declared invalid, Contractor hereby voluntarily, presently, and irrevocably transfers, grants, conveys, and assigns to Artist all of Contractor’s right, title, and interest to the Subject Intellectual Property, without limitation.

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2.1.5. Any assignment to Artist or Artist ownership in intellectual property as contemplated under paragraphs 2.1.1 through 2.1.5, above, is expressly contingent on Artist’s complete and valid payment for Selected Contractor’s Services under this Agreement. If Artist fails to make complete payment, no work made for hire or assignment of the Subject Intellectual Property shall occur.

 

2.1.6. LICENSES

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(a) Artist grants ItyDity a non-exclusive, limited, non-transferable, royalty-free, license throughout the Universe and into perpetuity for ItyDity to use Artist’s name, image, likeness, voice, and biographical information (collectively, the “Artist Likeness”), and the Final Deliverable solely for any reasonable marketing purpose, such as to market ItyDity’s Site and Services, or on ItyDity’s social media, and in any medium, whether now known or later developed. ItyDity agrees to reasonably attempt to tag Artist anytime ItyDity or its representatives post, share, or otherwise use any information on social media. ItyDity agrees any such posts will at all times be dignified and professional. Any failure to tag Artist shall not be considered a breach of this Agreement.

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(b) Artist grants each Selected Contractor a non-exclusive, limited, non-transferable, royalty-free, license throughout the Universe and into Perpetuity for Selected Contractor to use the Final Deliverable solely for any reasonable marketing purpose, such as within Selected Contractor’s portfolio or on Selected Contractor’s social media, and, unless hyperlinked to the released version, solely as a 30 second abbreviated clip. If Selected Contractor would like to use the Final Deliverable for stated reasonable marketing purposes as the full length format, they can only do so by hyperlinking to the released version of the Final Deliverable via Spotify, Apple Music or other similar digital service provider, shall the Artist release the Final Deliverable to the public. The Artist is in no way required to release the Final Deliverable to the public via a distributor at any time. Shall the Artist choose to publicly release their Final Deliverable via a distributor, Artist shall communicate the public release date to Selected Contractor and Selected Contractor agrees to work in their best effort to only use Final Deliverable in stated reasonable marketing purposes on or after the Artist’s public release date. Selected Contractor shall credit Artist in any such use (the “Artist Credit”) in a manner substantially similar to the following:

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[SONG/ALBUM] by [ARTIST].

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(c) Selected Contractor may not use the Subject Intellectual Property, the Artist Likeness, and any part or portion of any of these for any other purpose, including but not limited to any commercial or musical purpose, without Artist’s prior, express, written consent. 

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(d) For purposes of this Agreement, the Artist Likeness shall be limited to those images, videos, names, biographical information, and other depictions or representations of Artist that are directly associated with the Project or Project Service, and the Final Deliverable. It shall not authorize ItyDity or Selected Contractor to use the Final Deliverable or images, representations, or information outside the scope of the Artist Likeness without Artist’s prior, express, written consent. 

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(e) ItyDity grants Artist and Selected Contractor a non-exclusive, limited, non-transferable, royalty-free, license to display ItyDity’s marks, logos, biographical and company information solely for the purpose of working with and through ItyDity for a Project or Project Service. Any such use shall only be in the form of reasonable marketing. Artist and Selected Contractor agree any such posts will at all times be dignified and professional.

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(f) Contractor grants ItyDity and Artist a non-exclusive, limited, transferable, royalty-free, license throughout the Universe and into Perpetuity for ItyDity and Artist to use Contractor’s name, image, voice, likeness, and biographical information (collectively, the “Contractor Likeness”) solely for any reasonable marketing purpose, including but not limited to ItyDity’s marketing of its Site and Services, and for Artist to advertise the Project or Project Service, or Final Deliverable. Any such posts shall at all times be dignified and professional. Artist further agrees to credit Contractor on the Final Deliverable (the “Contractor Credit”) in a manner substantially similar to the following:

 

[ROLE] by [CONTRACTOR].

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Artist shall include the Contractor Credit in a reasonable manner associated with the distribution of the Final Deliverable (such as in liner notes or in a YouTube description). Artist is in no way obligated to include the Contractor Credit in the title of the Final Deliverable or otherwise within a track name or its metadata.

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(g) All Users acknowledge, agree, and grant to ItyDity an irrevocable, freely transferable, non-exclusive, royalty-free, license throughout the Universe and into Perpetuity to reproduce, distribute, publicly display, perform, edit and to otherwise use any User Content, as defined in Section 5, and any part of any Project, Proposal, Submission, Work, and Final Deliverable, in whole, edited, or in part, solely for any reasonable marketing purpose, and to identify Your relationship with ItyDity without any further consent from or payment to You for such use, and subject to these TOU and any privacy elections. ItyDity will only use Proposals in accordance with the private or public settings of the Project. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights, droit morale, or attribution with respect to Your User Content and Final Deliverable.

 

2.1.7. CONFIDENTIALITY 

All Users acknowledge and agree that through the use of the Site or Services, they may have access to certain confidential or proprietary information of others (“Confidential Information”). This Confidential Information specifically includes but is not limited to:

 

(a) A disclosing party’s files, works, recordings, writings, scores, lyrics, ideas, strategies, methodologies, intellectual property, images, designs, schematics, client lists or information, or other materials, iterations, or information related to a Selected Submission, Project, or Project Service in any form, that is furnished to the receiving party as part of the parties’ relationship through the Site or Services;

 

(b) The Subject Intellectual Property, as defined above; and

 

(c) Any other confidential or proprietary information of a disclosing party about whom the receiving party gained knowledge as a result of providing the Services, and knows or reasonably should know is confidential or proprietary.

 

All Users specifically agree that disclosure to a third-party or misuse of this Confidential Information would irreparably harm the disclosing party. Accordingly, all Users agree as a specific condition of using the Site or Services, they will not disclose or use, either during or at any point after the term of this Agreement, Confidential Information without the disclosing party’s prior, express, written permission, and except to the extent necessary to perform services as part of a particular Proposal, Submission, Project, or Project Service. All Users further agree not to provide any Confidential Information to any third-party, including but not limited to the User’s agents or independent contractors, without the disclosing party’s prior, express, written consent. Upon the termination of this Agreement, the completion of the parties’ relationship, or at the other party’s written request, all Users agree, as a receiving party, to deliver to the disclosing party or to permanently destroy all copies of a disclosing party’s Confidential Information regardless of location or form (e.g., whether digital, physical, on the cloud, or otherwise). All Users further agree to restrict the disclosure or use of Confidential Information to only those employees, agents, or representatives for whom it is necessary to have the Confidential Information to perform duties or obligations under this Agreement. Should a receiving party be unsure as to whether particular information constitutes Confidential Information, it shall notify the disclosing party of that fact prior to disclosing it to any third-party so the disclosing party has a reasonable opportunity to protect it. If a User, as a receiving party, breaches this section or evidences an intent to breach this section, the disclosing party shall be entitled to, among other remedies, injunctive relief prohibiting any disclosure or use of the Confidential Information. This Section 2.1.7 shall not apply to any information available to the general public through no fault of a receiving party, independently developed without reference to the Confidential Information, or required to be disclosed by valid court order or applicable law. This Section shall survive termination of this Agreement and may not be sold or assigned to any third-party without the other party’s prior, express, written consent. 

 

2.1.8. USE OF THIRD-PARTY INTELLECTUAL PROPERTY

(a) Selected Contractor warrants and agrees–prior to beginning any work on any Project or Project Service–to promptly disclose to Artist any intellectual property of third-parties (“Third-Party Intellectual Property”) that may be or is used during or within Selected Contractor’s work on the Project, Project Service, or the Final Deliverable. This paragraph constitutes an ongoing obligation that survives this Agreement and may not be waived.

 

(b) If a Contractor in any way uses Third-Party Intellectual Property in any way with the Site or Services:

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i. Contractor warrants it has obtained a license from the relevant third-party to use the Third-Party Intellectual Property and use and incorporate it into the Contractor Services (a “Third-Party License”).

ii. A Selected Contractor shall promptly provide Artist all evidence within Selected Contractor’s possession, custody, or control of any such Third-Party License, including but not limited to sources that may not be within Selected Contractor’s possession, but from which evidence of the Third-Party License may be obtained through diligent effort.

iii. If the Third-Party License is capable of assignment to the Artist, Selected Contractor hereby irrevocably transfers, grants, conveys, and assigns to Artist all of Selected Contractor’s rights and interest under the license for the life of the license, throughout the Universe and into Perpetuity, to the maximum extent under the license and as applicable.

iv. If the Third-Party License is not capable of assignment to Artist:

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1. Selected Contractor shall promptly disclose this fact to Artist, and in any event, by no later than before beginning the applicable Project or Project Service;

2. Selected Contractor agrees to work in good faith and diligently to provide Artist with information to determine how and from whom or what to obtain a Third-Party License for use of the Third-Party Intellectual Property; and

3. Selected Contractor warrants that unless Selected Contractor expressly complies with the provisions of this Section 2.1.8(b), any Third-Party License applicable to Third-Party Intellectual Property used or incorporated into the Contractor Services, the Subject Intellectual Property, or the Project or Project Service provides Artist with an irrevocable, worldwide, royalty-free, perpetual right to use, display, distribute, and reproduce the Third-Party Intellectual Property in any form and in any medium, whether now known or developed in the future.

 

(c) In any event, no User shall use Third-Party Intellectual Property in any form or in any manner related to use of the Site or Services, or related to this Agreement, without first obtaining a Third-Party License or similar written consent permitting the use of the Third-Party Intellectual Property as legally necessary to provide clearance for all copyright and other Third-Party Intellectual Property rights for use within any Selected Submission, Project, Project Service, Subject Intellectual Property, or Final Deliverable. All Users indemnify and agree to indemnify, defend, and hold ItyDity harmless, including its affiliates and licensees, and their officers, directors, employees, and agents, for any breach of this section 2.1.8 and in accord with the provisions of Section 12.

 

2.2. ROYALTIES

​2.2.1. Producers and others often share in some of the royalties generated by a Song.  ItyDity has implemented a policy where the Artist Payment is the only initial compensation Artist must pay for a Final Deliverable.  Artist shall then provide royalties commonly known as sound recording royalties on the Final Deliverable to ItyDity and Selected Contractor in the following amounts. This royalty shall exist throughout the Universe and in Perpetuity. Artist shall retain full ownership in all of its copyrights, but pay royalties to ItyDity and Selected Contractor in the following amounts for any exploitation of the Final Deliverable, regardless of the format, scope, type, or media, whether now known or later developed:

 

(a) Selected Contractor: five percent (5%) of the gross revenue generated via any exploitation of the sound recording copyright in the Final Deliverable. Selected Contractor is not eligible for any songwriting royalties generated from a Final Deliverable [song] created through Projects or Project Services [working 1-on-1 with a Producer] on the site.

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(b) ItyDity: five percent (5%) of the gross revenue generated via any exploitation of the sound recording copyright in the Final Deliverable. ItyDity is not eligible for any songwriting royalties generated from a Final Deliverable [song] created through Projects or Project Services [working 1-on-1 with a Producer] on the site.

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2.2.2. Royalty on Recording of Substantially Similar Composition. If at any point in the future, Artist distributes or exploits−in any manner, place, and whether directly or through Artist’s affiliates, publishers, label, distributors, or any other third-party−a substantially similar Song to the Final Deliverable or any iteration of the Selected Submission, Artist agrees, warrants, and promises to pay and be liable to Selected Contractor for a royalty on those gross earnings of twenty percent (20%), and to pay and be liable to ItyDity for a royalty on those gross earnings of twenty percent (20%) of total revenue earned pursuant to paragraph 2.2.2, above. The parties acknowledge this paragraph is to ensure the parties’ commitment to the Project and providing and participating in the Services in good faith, and as recognition of the uniqueness of the Final Deliverable and each party’s contributions to it.

 

2.2.3 Unless Artist enrolls in the auto-splits pay feature through distributor Distrokid and assigns ItyDity and Selected Contractor each their 5% sound recording splits, Artist shall handle their own royalty splits accounting and payouts and shall account to ItyDity and Selected Contractor for any royalties owed to them under Section 2.2.1 twice yearly, on January 15 and June 15 of each year and beginning on whatever day comes next. All such accountancy shall include the necessary information to reasonably inform ItyDity and Selected Contractor of the amounts earned in relation to the subject Final Deliverable(s) and owed pursuant to Section 2.2.1. ItyDity and Selected Contractor shall be entitled to a reasonable audit and examination of Artist’s accountings, including all books, documents, files, accounts, or materials related to them in order to determine the accuracy of the royalties Artist pays or owes to them in accord with Section 2.2.1. Any such audit shall be limited as reasonably possible to accountings solely related to sales or earnings on any Final Deliverable. In order to obtain an audit, ItyDity or Selected Contractor shall provide Artist thirty (30) calendar days prior written notice. Artist party shall then make all reasonable efforts to effectuate the audit within a reasonable period of time. The requesting party shall pay all costs of any audit. The audit shall take place at Aritst’s primary place of business, or at another reasonable location, as agreed to by the audit parties.

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3. PAYMENT TERMS

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3.1 PAYMENT AND DELIVERY

​(a) For the Project: (1) Artist initially begins with a paid project under Our “Producer Matching Package”; (2) Should Artist decide to upgrade to a “Finalized Production Package,” Artist shall pay the associated Artist Payment dependent on the Selected Producer's rate listed by Selected Producer in Phase 1 of Project plus the ItyDity Fee, plus any additional fees owed to Selected Producer to cover the cost of any 3rd Party Instrumentalists hired by the Selected Producer per the request of the Artist at any time during the Project, due and owing at that time; (3) Upon receipt of the Artist Payment, ItyDity will distribute the Contractor Fee pursuant to these Terms of Use; (4) Project is marked “complete” by the Artist indicated the artist is fully satisfied with the work (5) Selected Contractor shall then upload the Selected Submission in its completed format (as a Final Deliverable) and all relevant files pursuant to the requirements of the Project; and (6) ItyDity will deliver the Final Deliverable and relevant files to Artist, in the format specified by ItyDity or Artist. 

 

(b) For the Project Services: (1) Artist will pay the Artist Payment to ItyDity; (2) ItyDity will notify Contractor; (3) Contractor shall timely upload the Submission; (4) Upon Contractor’s uploading of the Submission, Artist shall Accept or not accept the Submission as Final Deliverable pursuant to Section 1.3; (5) Where Artist Accepts the Submission as Final Deliverable, ItyDity shall timely pay the Contractor the Contractor Fee; but (6) if Artist does not Accept the Submission, the determination of which shall be made in good faith and not unreasonably withheld, ItyDity will refund the Contractor Fee to Artist. 

 

(c) For “Production Services” from ItyDity: (1) If Artist submits a claim that Selected Contractor has failed to provide a professional production that meets the Artist's satisfaction stylistically and/or quality mix or master as part of their Final Deliverable in either a Project or Project Service and ItyDity agrees to that claim in its sole and exclusive discretion, $300 will be deducted from the Contractor Fee and ItyDity's internal production team will take over the Project, working with the Artist and providing a new revision draft in order to attempt to achieve the desired results for the song and Project. The Selected Contractor will also no longer receive a 5% sound recording royalty on the song. (2) Along with professional production, mixing and mastering, a Selected Contractor is responsible to provide the following instrumentation for any Project within the budget of Selected Producer's rate listed by Selected Producer in Phase 1 of Project : rhythm guitar, electric bass, keys, midi instruments, and/or programmed drums. Any other instrumentation, including but not limited to upright bass, string sections, horns, and/or live drums, is considered niche instrumentation and if the Artist decides they want any niche instrumentation played and recorded live and not as a virtual instrument, the Artist may be charged additional costs to pay those 3rd Party Instrumentalists. Selected Contractor should get written consent from Artist prior to hiring any 3rd party instrumentalists for a Project. 

 

(d) For “Sync Licensing” via Our Ingenious Music Licensing Library, Artists can join for free. If an Artist’s Final Deliverable is chosen for a sync opportunity, We will pay You 50% of Net License Revenue and We will deduct and retain the remainder of the Net License Revenue, as outlined in our Contributor Agreement.

 

(e) ​You understand and agree to be responsible for and to pay all fees due for services requested or rendered. You will see a prompt for Your payment details, such as Your credit card information and any promotional codes, if applicable. By entering Your payment information and submitting Your request, You authorize Us, Our affiliates, or Our third-party payment processors to charge the amount due. In the event Your credit card is rejected, expires, or ItyDity, Our affiliates, or Our third-party payment processors are unable to process Your payment, You may receive notice to provide an alternative payment method. ItyDity and its affiliates have no obligation to provide any services unless and until full payment has been received or verified. All payment will be in the local currency based on the location of the Site.

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3.2 ITYDITY COMMISSION OF ONGOING WORK

A commission of 10% on Producer Payment is owed to ItyDity for any ongoing work for which the Selected Contractor is contracted out for by the Artist, for the first 2 years after initial Project is completed. This means that if a Producer is selected as the Selected Conractor by an Artist through ItyDity via a Project, and as a result they are hired for ongoing work by the Artist whether on or off platform, a 10% commission is owed to ItyDity by the Selected Contractor.  It is the sole responsibility for the Selected Contractor to pay ItyDity this commission fee within 10 days of receiving full and final payment from the Artist via ItyDity payment system. 

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3.3 CONTRACTOR PAYMENT TRANSACTION FEES

Contractor can request final payment of their Contractor Fee to be made either by check via mail or by PayPal. Contractor must let ItyDity know their preference prior to their first payment. If at any time after the Contractor receives their first payment, or any time after they have notified ItyDity of their preferred payment method, their preferred payment method changes, it is the Contractor's sole responsibility to let ItyDity know. If Contractor chooses PayPal, Contractor will incur a 2.9% + .30 cent transaction fee by PayPal, which will be deducted from their Final Payment amount.