Artist Entity Agreement

INTRODUCTION AND OVERVIEW

Watch Ice Cream is stoked for you to be involved in our weird little experiment. We wish that, for both of our sakes, we didn’t have to bore you with anything beyond what is contained on this first page. But, to ensure we’re both protected and working toward the best interests of one another, the following several pages are mandatory. However, we did think it would be nice to highlight the things we’re most asked about, in a non-legal-jargon way.

So…this first page is a non-legally-binding overview of the Artist Entity Agreement. It is absolutely required that you read and agree to the full agreement before you upload anything, but we thought we’d make it easy to get the general idea of how things work before you dig in to the fine details. 

1. You retain all rights to your music, and any other media you provide to us. By uploading your music/videos/photos/logos/etc to our service (or otherwise making it available to us,) you are simply granting us the permission to host it, stream it, and display it on our site, within our apps, and in any marketing related to Watch Ice Cream.
   
   
2. You can remove some, or all, of your media at any time. Just send us an email and let us know what you would like to remove, and when, and we will promptly remove it from our platforms.
   
   
3. You do need to be an owner or controller of all rights to everything you upload or make available to us. Cover songs are not permitted unless you have obtained all permissions and authorizations in writing, and uploading content that doesn’t belong to you, or someone you represent, is absolutely not permitted.
   
   
4. You don’t pay us - we pay YOU. Contributors to Watch Ice Cream can receive monthly payments from a revenue share, affiliate commissions on subscription purchases, and more.

Ready for the legally binding portion?

ARTIST ENTITY AGREEMENT

The act of submitting, uploading, or otherwise making any audio, visual, or audiovisual media available to Nice Planet LLC (“Watch Ice Cream,” “Company,” “we,” “us,” or “our”) establishes the person or entity submitting media as an Artist Entity (“Artist Entity”). This Artist Entity Agreement (the “Agreement”) is entered into by Artist Entity and Watch Ice Cream at the time and date of submission.

Whereas the Artist Entity and Watch Ice Cream desire to establish the terms and conditions for your submission of media to be used on any of the Company’s Websites (the “Sites”) and the service owned and operated by company, including any mobile software applications, or OTT television applications offered or published by Company (collectively with the Sites, the “Service”). By using the Sites or Service in any manner, including but not limited to visiting or browsing the Sites or uploading content onto the Sites, or otherwise making content available to the Sites, you agree to be bound by these terms.

Acceptance of Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the “Artist Entity Agreement”), which terms also incorporate the Intellectual Property Policy available at watchicecream.com/copyright, the Acceptable Use and Content Moderation Policy, and all other operating rules, policies and procedures that may be published from time to time on the Site by Company, each of which is incorporated by reference into this Agreement and each of which may be updated by Company from time to time without prior notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

If you are using or opening an account on behalf of a company, entity or organization, band or other musical group (including, but not limited to, a recording label) (each an “Artist Entity”), then you represent and warrant that you: (i) are an authorized representative of that Artist Entity and any recording artists represented by such Artist Entity (a “Represented Artist”) with the authority to bind such Artist Entity or Represented Artist to these Terms of Use and (ii) agree to be bound by these Terms of Service on behalf of such Artist Entity and/or Represented Artist.

The Service is intended for use only by individuals who are at least 18 years old. You represent and warrant that if you are an individual, then you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Intellectual Property Rights

The Service provides Artist Entities with the ability to upload, or otherwise make available to Company, Digital Content owned or controlled by such Artist Entities to the Sites, including but not limited to sound recordings (“Sound Recordings”), videos synchronized with Sound Recordings and other audiovisual works (collectively, “Music Videos”), and the musical works embodied within Sound Recordings and Music Videos (“Musical Works” and, collectively with Sound Recordings and Music Videos, the Artist Entity’s “Music”). Company will not have any ownership rights in any elements of an Artist Entity’s Music, however, Company needs the following license to perform the Service. Each Artist Entity uploading Music to the Service grants Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, “Exploit”) (1) the Artist Entity’s Music and perform the Service on the Artist Entity’s behalf (e.g., reproduce, transcode, copy and store the Artist Entity’s Music on computer servers owned and/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Artist Entity’s Music) using any technologies or methodologies now known or hereafter developed, and (2) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Media”) in connection with the Service); (ii) allow users of the Service to receive public performances and public displays of the Artist Entity’s Music and Media and to reproduce the Artist Entity’s Music and Media on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist Entity, in connection with the provision of the Service.

Notwithstanding the foregoing, Watch Ice Cream will not use, and will not permit others to use, any Artist Entity’s Music or Media to train models to generate sound recordings, videos synchronized with sound recordings or other audiovisual works, or musical works embodied within sound recordings and music videos.

To enable Company to Exploit your Music or Media pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.

By uploading, or otherwise making available to us, any Music or Media to the Site:

• you represent and warrant, and can demonstrate to Company’s full satisfaction upon request, that (i) you own or otherwise control all rights to your Music and Media (or that such Music and Media are in the public domain or have otherwise been directly licensed to the Artist Entity in writing with a grant of rights sufficient to permit the Artist Entity to enter into this Agreement and to grant all of the rights with respect to the Artist Entity’s Music or Media as set forth in this Agreement (hereinafter “Direct Licensed”); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Music you upload to the Service and to the Media; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Music and/or Media, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Music and/or Media) as contemplated by this Agreement, and (iv) you are authorized to grant all of the aforementioned rights to the Music and/or Media to Company and all users of the Service. The representations and warranties in this paragraph with respect to rights and authorizations in Music shall not be deemed to apply with respect to any performance and/or mechanical rights in any Musical Works that exclusively vest in a PRO, MRO, or CMO that you properly and accurately identify to Watch Ice Cream. For clarity, you and we acknowledge that in the United States, mechanical rights and performance rights do not exclusively vest in MROs and certain PROs (depending on the applicable songwriter’s affiliation therewith).
• you represent and warrant that the use or other exploitation of your Music and/or Media by Company and its authorized sublicensees and distributors and/or by users of the Site 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.
• you represent and warrant that, to the extent that you upload any Music or Media to the Site that is written by a songwriter or songwriters affiliated with a PRO, MRO and/or CMO (such songwriters may include, without limitation, you, any Represented Artist, or even a songwriter that writes the music for, but does not perform on a given Sound Recording), you have correctly identified such songwriter(s) on the Site as being so affiliated, and all information that you have provided in connection with such identification is accurate and complete in all respects.
• you represent and warrant that, to the extent that you identify a songwriter or songwriters of Music that you upload to the Site as NOT being affiliated with a PRO, MRO or CMO that no fees or payments of any kind whatsoever shall be due from Watch Ice Cream to any PRO, MRO, CMO or music publisher for the public performance, communication to the public or mechanical reproduction of your Musical Works.
• you represent and warrant that no fees of any kind shall be due from Watch Ice Cream to any third party (save for a relevant PRO, CMO or MRO or other authorized publishing entity), including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music as authorized under this Agreement. For clarity you represent that no fees of any kind shall be due from Watch Ice Cream to any third party with respect to Transactions in the United States including to any MRO or other authorized publishing entity.

If any agreement you have entered into with any third party, including, but not limited to a PRO, MRO, CMO, music publisher, union or guild, whether by law or contract, prohibits you from granting company the right and license set forth in this Agreement and making the representations and warranties set forth in the five paragraphs immediately above, then you are prohibited from uploading your music to the Service and shall be responsible for indemnifying and holding company harmless from and against any and all claims arising from the exploitation of your Music on the Service, including all court costs and legal fees. Notwithstanding the foregoing, you shall not be prohibited from uploading your Music to the Service by reason of an agreement with a PRO, MRO, CMO or other authorized publishing entity if you properly and accurately identify any and all affiliations of the songwriter(s) of the music with the applicable collecting societies or authorized publishing entities.

If you identify a songwriter of Music that you upload to the Site as NOT being affiliated with a PRO, MRO, CMO or other authorized publishing entity, and Watch Ice Cream determines that any such songwriter is, or is likely to be, affiliated with a relevant collecting society or publishing entity, Company may, at its discretion (and without limiting any other rights or remedies Company may have hereunder, at law or in equity), (i) deduct and accrue the Publishing Share from the gross revenue from Digital Transactions related to such songwriter, (ii) remove any or all Music written by such songwriter from the Service, and/or (iii) terminate your access to all or any part of the Service. Watch Ice Cream shall have no obligation to review the accuracy of any statements with respect to collecting society or publishing entity affiliation, and further shall have no obligation to review Music uploaded to the Site to determine if it infringes upon the rights of any party, including without limitation, any collecting society or publishing entity.

You agree to allow Watch Ice Cream to recover any amounts representing the Publishing Share not retained by Watch Ice Cream at the time of sale as a result of you supplying incorrect writer or publisher information or otherwise not updating such information. In such circumstances, Watch Ice Cream may debit your account. If there are insufficient funds to cover your liability, you agree to reimburse Company through other means.

Removals

Company may remove all or any part of your Media from the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to remove all or any part of your Media from the Service at any time, then you may do so by following the instructions on the Site. All provisions of this Agreement which by their nature should survive removals shall survive removals, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Revenue and Payments

Watch Ice Cream enables Artist Entities to take part in a Revenue Share model (“Revenue Share”) to compensate Artist Entities for their inclusion of Media made available to the Service. Revenue Share is defined as seventy-five percent of net profits received by Company through the sale of Subscriptions to the Service. Artist Entity shall receive each month a portion of the Revenue Share that is in direct relation to the percentage of the Service’s total Watch Time attributed to the Artist Entity’s Media. Company shall use analytics and data provided by third party entities associated with the Service in order to calculate Watch Time, portion of Watch Time attributed to each Artist Entity, and any payments made to Artist Entity associated with Revenue Share.

Additionally, the Company shall make a 25% affiliate sales commission (“Commission”) on subscription purchases attributable to the Artist Entity’s trackable links made available to Artist Entities. This Commission shall reflect the frequency of any attributable subscription purchases, and the commission shall remain in place for (i) the full term in which any attributable subscription purchase remains active without pausing, termination, or cancellation, or (ii) the full term in which the Artist Entity is considered an active (“Active”) Artist Entity to the Service. An Artist Entity is considered Active once Media is submitted to and displayed on the Service, and only until (i) the Artist Entity requests a Removal, or (ii) Company executes a Removal of Artist Entity’s Media, or (iii) a third party successfully requests a Removal on behalf of Company or Artist Entity.

Company shall request relevant personal and/or professional details from Artist Entity for the sole purpose of making regular payments (“Payout”) in accordance with the terms in this Agreement. Payout shall occur on or near the fifteenth day of each month, the amount of which shall reflect the accounting period taking place on and between the first and last days of the month prior.

Artist Entity shall be supplied with analytics for each accounting period on or near the fifteenth day of each month.

Watch Ice Cream may enter into separate agreements with Artist Entity in which additional opportunities for revenue not related to Commission or Revenue Share are facilitated by Company.

Indemnification

You shall defend, indemnify, and hold harmless Company and its affiliates, authorized sublicensees and distributors, and each of their employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys’ fees and court costs, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in these Terms of Use. For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless Company from any and all claims by a third party owning, controlling or claiming any right in or to your Music, including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees (save for claims by collecting societies or authorized publishing entities in circumstances where you have accurately provided songwriter affiliation information to Company in advance of sale). Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses at your sole expense.

Limitation of Liability

In no event shall Company, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

Dispute Resolution

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Henderson County, Kentucky, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in Henderson, Kentucky. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.

Integration and Severability

This Agreement between you and Company with respect to the Service and use of the Site shall supersede all prior communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this Agreement