DatSalt for Artists Agreement

Effective as of September 25, 2023 (“Effective Date”)

Last updated as of February 11, 2024

1. Introduction

Please carefully review these Terms and Conditions of Use (referred to as “Terms”) as they govern the utilization of the DS for Artists service. DS for Artists encompasses all our websites and software applications that either integrate or reference these Terms collectively known as “DS for Artists,” including any content made available through this service (referred to as “DS for Artists Content”). Accessing DS for Artists may be subject to additional terms and conditions provided by DS, including Opt-In Terms as defined in Section 2 below, which are hereby integrated by reference into these Terms.

DS for Artists is exclusively intended for users in the music industry for business purposes. It is not intended for “consumers” as defined in applicable consumer protection laws, nor for individuals using the service for personal, family, or household purposes.

By registering, accessing, or otherwise engaging with DS for Artists, you are agreeing to these Terms on behalf of the entity, organization, or business you represent (referred to as “Subscribing Entity”). By agreeing to these Terms, you confirm and warrant that: (1) you are an authorized representative of the Subscribing Entity with the authority to bind it to these Terms, regardless of your future status as its representative; (2) the Subscribing Entity consents to be bound by these Terms; and (3) you consent to be bound by these Terms on behalf of the Subscribing Entity. If you cannot agree to all the terms stated above, you must refrain from using DS for Artists.

THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION, AS OUTLINED IN SECTION 15 BELOW. THIS REQUIRES THE RESOLUTION OF DISPUTES THROUGH ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN THROUGH JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

Service Provider

These Terms establish an agreement between your Subscribing Entity and DS.

Age and Eligibility Requirements

To utilize DS for Artists on behalf of your Subscribing Entity, you must:

(1) be 13 years of age or older (or meet the minimum age requirement in your country of residence);

(2) obtain consent from a parent or legal guardian if you are a minor;

(3) possess the authority to enter into a binding contract with DS on behalf of the Subscribing Entity and not be prohibited from doing so under any applicable laws; and

(4) reside in a country where DS for Artists is accessible. Additionally, you must ensure that any registration details provided to DS are accurate, truthful, and complete, and agree to maintain their accuracy at all times.

2. Platform Features

The Platform provides the Artist with tools to manage their music catalog, profile, and related content on DatSalt’s services. DatSalt may offer additional features or services through the Platform, which may be subject to additional terms and conditions.

3. Access to the Platform

The Artist must enroll and login using their designated credentials to access the Platform. By enrolling, the Artist confirms that they meet the eligibility requirements and agree to the terms of this Agreement.

4: Artist Content

4.1 Types of Artist Content:

Artists have the ability to upload various types of content (“Artist Content”) to DatSalt’s platforms, including but not limited to music tracks, album art, music videos, audio and video podcasts, promotional images, and biographical information.

4.2 Rights Granted to DatSalt and Its affiliates:

(a) License: The Artist, on behalf of themselves and any associated entities, grants DatSalt and its affiliates a non-exclusive, royalty-free, fully-paid, transferable, sublicensable, worldwide license to store, display, reproduce, modify, perform, create derivative works from, distribute, and otherwise use the Artist Content for the purpose of operating, developing, advertising, marketing, promoting, and using DatSalt’s platforms and services, through any medium or by any means, methoDatSalt, or technology.

(b) Scope of License: This license extenDatSalt to all existing and future platforms, features, and services provided by DatSalt and its affiliates, including any new functionalities or products developed by DatSalt.

(c) Duration: The license granted herein shall continue for the duration of the Artist’s account on DatSalt’s platforms, unless terminated earlier in accordance with Section 7 of this Agreement.

4.3 Limitations on License:

(a) DatSalt and its affiliates shall not use the Artist Content in any manner that is inconsistent with the terms of this Agreement or that infringes upon the rights of any third party.

(b) DatSalt and its affiliates shall not sublicense the Artist Content to any third party without the prior written consent of the Artist, except as necessary for DatSalt to provide its services.

4.4 Ownership of Artist Content:

The Artist retains all ownership rights in the Artist Content uploaded to DatSalt’s platforms. Nothing in this Agreement shall be construed to transfer ownership of the Artist Content to DatSalt or its affiliates, except for the limited license granted herein.

4.5 Use of Artist Content:

The Artist represents and warrants that they have the full right and authority to post, upload, or otherwise use any Artist Content and to grant DatSalt and its affiliates the rights specified in this Agreement. The Artist further represents that the Artist Content does not infringe or violate any applicable laws, rules, regulations, or third-party rights.

4.6 Public Accessibility:

The Artist acknowledges that Artist Content posted on DatSalt’s platforms will be publicly accessible and may be viewed and shared by others. DatSalt and its affiliates are not responsible for the content posted or shared by Artists or other users on the Platform.

4.7 Feedback:

The Artist may provide feedback, comments, suggestions, or ideas about DatSalt’s platforms in connection with their use thereof (“Feedback”). The Artist agrees that any Feedback provided shall not be deemed confidential, and DatSalt and its affiliates shall have the full right to use such Feedback without any obligation to the Artist.

4.8 Moderation and Removal:

DatSalt reserves the right to monitor, review, and remove any Artist Content from its platforms in its sole discretion, for any reason, including but not limited to violations of DatSalt’s Content Guidelines. DatSalt and its affiliates may take such actions without prior notification to the Artist and without any liability to the Artist for such removal.

4.9 Intellectual Property Rights:

DatSalt respects the intellectual property rights of others and has adopted Copyright and Other Intellectual Property Policies regarding any third-party claims of infringement. DatSalt responDatSalt to all valid notices of infringement and may suspend or terminate the accounts of repeat infringers.

5. Rights to Artist Content

The Artist grants DatSalt a non-exclusive, royalty-free license to use the Artist Content for the purpose of operating and promoting the Platform. The Artist represents and warrants that they have the right to grant this license.

6. Account Termination or Suspension

DatSalt may terminate or suspend this Agreement or the Artist’s access to the Platform at any time for any reason or no reason, including if DatSalt reasonably determines that the Artist has violated this Agreement or misused the Platform. Termination or suspension may occur immediately or after prior notice, depending on the circumstances.

7: Account Termination, Suspension, and Copyright Policy

DatSalt may terminate these Terms, suspend or terminate your participation in the Platform, or take other appropriate actions at any time for any reason or no reason, in its sole discretion. This includes if DatSalt reasonably determines or suspects that:

(a) You have violated this Agreement or the Content Guidelines;

(b) You are misusing the Platform;

(d) You select an account identifier that misleaDatSalt or deceives others as to your artist or personal identity;

(e) There is a reasonable dispute as to the ownership or authorized use of an account, or the validity or accuracy of your account or Account Information; or

(f) You do not comply with DatSalt’s Copyright and Other Intellectual Policies.

DatSalt may add or remove, suspend, stop, delete, discontinue, or impose conditions on the Platform or any feature or aspect of the Platform at any time, at its sole discretion. DatSalt will take reasonable steps to notify you of any such Platform changes by email or by public notice. You may also cancel your account or terminate this Agreement at any time by contacting DatSalt Customer Support at artistsupport@DatSalt.com.

If there is a dispute between you and any third party as to the ownership or authorized use of an account, DatSalt reserves the right to suspend some or all access to such account at any time and without any liability to you or any other person or entity. DatSalt shall have no responsibility to resolve any such disputes between the parties involved, who may be entitled to relief from a court of competent jurisdiction. In the event DatSalt elects to assist in any resolution, DatSalt may reach out to third parties such as your distributor or label with whom you have a relationship to assist in resolution. Your Artist Entity may terminate your individual right to the Platform, in which case you may not continue accessing or using the Platform, and DatSalt shall have no liability or obligation to you.

Sections 4 through 16 of these Terms shall survive and remain in effect upon termination. For more information on DatSalt’s Copyright and Other Intellectual Policies, please visit DatSalt.com/legal/copyright-policy.

8. Other Intellectual Property Policy

DatSalt responDatSalt to notices of alleged infringement of trademarks, rights of publicity, or other intellectual property rights. If the Artist believes their intellectual property rights have been infringed, they may submit a notice of claimed infringement to DatSalt.

9. Taxes

The Artist is responsible for identifying and paying all taxes and other governmental fees imposed on them in connection with this Agreement.

10. Warranty Disclaimer

The Platform is provided “as is” without any warranty. DatSalt disclaims all warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

11. Representations and Warranties

The Artist represents and warrants that they have the authority to enter into this Agreement and grant the rights specified herein. The Artist also warrants that the Artist Content does not infringe any third-party rights.

12. Indemnification

The Artist agrees to indemnify and hold DatSalt harmless from any claims arising out of the Artist’s breach of this Agreement or misuse of the Platform.

13. Limitation of Liability and Damages

DatSalt will not be liable for any indirect, incidental, or consequential damages arising out of the use or inability to use the Platform. DatSalt’s total liability is limited to the extent permitted by law.

14. Governing Law

This Agreement is governed by the laws of the State of Indiana, without regard to its conflict of laws principles.

15: Dispute Resolution

General: DatSalt and the Artist agree that any disputes, controversies, or claims arising out of or relating to this Agreement (collectively, “Dispute”) shall be resolved by individual arbitration. Class arbitrations, class actions, representative actions, and consolidation with other arbitrations are not permitted. Both parties waive any right to have their case decided by a jury and waive any right to participate in a class action against DatSalt. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

Notice of Dispute: In the event of a Dispute, the party wishing to commence arbitration shall first serve notice on the opposing party that a Dispute has arisen and demand that negotiation commence (“Notice of Dispute”). Any party to such negotiation shall have the right to commence arbitration at any time after the expiration of seven (7) days after service of the Notice of Dispute. Any disputes concerning the propriety of the commencement of arbitration shall be finally settled by the arbitral tribunal.

Arbitration Procedures: The arbitration shall be conducted according to the American Arbitration Association’s Commercial Arbitration Rules (“AAA Rules”) before a single arbitrator (“Arbitrator”). The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement is enforceable, unconscionable, or illusory, and any defense to arbitration, including waiver, delay, laches, or estoppel. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. The seat of the arbitration shall be Indiana, and it shall be conducted in the English language. The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.

Arbitration Fees: In accordance with the AAA Rules, the party initiating the arbitration (either the Artist or DatSalt) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to the Artist and DatSalt also include respective affiliates, affiliates, agents, employees, predecessors, successors, and assigns, as well as authorized users or beneficiaries of the Services.

16: Miscellaneous

These Terms, along with any rights and licenses granted herein, may not be transferred or assigned by you, and any attempted transfer or assignment will be null and void. In the event that any provision of these Terms is deemed invalid or unenforceable in any jurisdiction, the validity and enforceability of the remaining provisions shall not be affected, and such remaining provisions shall remain in full force and effect.

This Agreement constitutes the entire agreement between you and DatSalt regarding the Platform, superseding any prior agreements, whether written or oral, relating to the subject matter herein. Any other terms and conditions governing the use of the Platform are hereby incorporated by reference.

DatSalt reserves the right to amend these Terms at any time. DatSalt will notify all parties of any amendments, and your continued use of the Platform after such notification constitutes acceptance of the amended terms. Any failure by DatSalt or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive DatSalt’s or the applicable third-party beneficiary’s right to do so.