Welcome to Valleyarm. We offer you exclusive global digital distribution services for your recordings and videos. You also have the option to use us for sub-publishing services for your compositions and for non exclusive synchronisation placement services through the Valleyarm Website and third party film and advertising placement partners. We offer to you a standard digital distribution service, to distribute your singles, EPs, albums, videos and related material to various Digital Distribution Outlets and to manage the income received from the Exploitation and sale of that material in accordance with the terms and conditions below. We charge a once-off upload / administration fee for each of your Releases and then charge an annual Renewal Fee for the use of our hosting and distribution services. We pay you 100% of net funds received from the digital sales of your recordings under this Agreement for standard distribution and we can also act as a sub-publisher (should you agree by selecting the checkbox), paying you 50% net of all publishing monies collected from public performance and mechanical royalties generated from your compositions, with relation to publishing and third party revenues including, but not limited to, synchronisation for your recordings.
If your release or aggregate of releases generate more than $1,000 AUD within a calendar quarter you will automatically commence a new 36 month term and be upgraded to a managed supported distribution service that qualifies you to receive priority marketing pitching your releases for consideration to receive front page features and banners on digital stores, as well as reviews and or interviews in Music Weekly Asia. www.musicweekly.asia. Should you qualify for supported managed distribution you will also be exempt in paying annual fees on your current releases and no upfront fees will be incurred on any future new releases whilst you remain qualified under this service, instead Valleyarm will charge a 20% distribution fee on all digital revenues generated.
1.1 Summary of this Agreement: Please read this Agreement carefully. It describes the way you may and may not use Valleyarm, the way we may use and distribute your recordings, collect and administer the global publishing of your compositions and the promises we make to you and you make to us about Valleyarm and its use. This Agreement also describes the Valleyarm website and Valleyarm’s services and the rules relating to the ownership of any material used in or in association with Valleyarm. Among other things, this Agreement also sets out our limitations of liability, the way you or we can terminate this Agreement and the way we will handle complaints and disputes.
1.2 Acceptance of this Agreement: By clicking “I Agree” below or by signing this Agreement, using the Valleyarm website or Valleyarm’s services, you (in your personal capacity and/or on behalf of any entity of which you are an officer, employee or agent and which you warrant you are authorised to represent) agree that you have read and understood this Agreement and have entered a legally binding Agreement with Valleyarm Digital Ltd (ACN 61 143 359 568) (referred to in this Agreement as “we”, “our” or “us”) for the use of Valleyarm distribution and sub-publishing services for the specific title uploaded in accordance with this Agreement. If you do not agree to the terms of this Agreement, please click “I Don’t Agree” and do not use Valleyarm.
1.3 Your Age: If you are under the age of 18, you agree that you have had your parent or guardian explain this Agreement to you and that you understand and agree to the terms of this Agreement.
1.4 Changes to this Agreement: We may amend, change or modify (including adding to or deleting parts from) this Agreement which can be viewed by you 24/7 from our website. We also recommend that view the online terms and conditions at least once per fortnight. Any amended, changed or modified terms under the Agreement is posted at http://valleyarm.com/terms. In addition, your continued use of Valleyarm after any changes to Our Content, services or website constitutes your acceptance of any such amendments to this Agreement, unless you terminate use of our service in writing within 14 days of the change. Pricing that you originally agreed to under Valleyarm, if modified, will be honoured by Valleyarm to you for the full 36 month term unless you qualify instead for managed supported distribution whereby upfront and annual fees become exempt, thereafter will change to the current rate if any changes are made. For the avoidance of doubt, as a client it is your responsibility to view the terms and conditions that are available on our website to keep up to date with any changes that may occur, you may also cancel this agreement at anytime under the terms of this agreement as outlined below.
1.6 Capitalised and Other Terms: Certain terms in this Agreement start with capital letters; unless the context provides otherwise, those terms have the meaning given to them in the final clause of this Agreement under the heading “Meaning of Capitalised Terms”. Any terms defined in the Copyright Act 1968 shall have the same meaning in this Agreement unless otherwise defined or the context indicates otherwise.
We grant you a licence to use the Valleyarm Website to host and deliver your content, to access the Valleyarm Services and any of Our Content made available to you through the Valleyarm Website , including the creation and use of your Profile in accordance with this Agreement. You promise only to use Valleyarm for that purpose.
2.2 What You May Not Do With Valleyarm
2.2.1 Sole User: No other person may use your Profile. If any other person uses your Profile, you shall be responsible for that person’s use of your Profile and be deemed to have authorised that person’s use and activities.
2.2.2 No Illegal Conduct: You promise not to use (or encourage others to use) Valleyarm in any illegal manner or for any illegal purpose including in any way that infringes upon another person’s intellectual property rights (such as copyright or trademark rights). For example, you may not use a third party’s artwork, music or sound recording in any material you provide to us, without that third party’s authorisation.
2.2.3 Our Content: We retain all rights in Our Content. You acknowledge you obtain no ownership in Our Content.
2.2.4 Your Recordings: You grant us a Digital Licence in Your Master Recordings for the term of this Agreement unless otherwise terminated or renewed for a further term. You promise that if you use Your Master Recordings and/or Your Content in connection with Valleyarm, your use of Your Master Recordings or Your Content does not infringe the rights of others and does not breach any laws.
2.2.5 Your Publishing Royalties: By opting to agree below you can also grant us Sub Publishing Collection Rights for your Publishing Royalties from Your Compositions for the term of this Agreement unless otherwise is terminated or renewed for a further term. You promise that if you use Your Compositions in connection with Valleyarm, your use of Your Compositions or does not infringe the rights of others and does not breach any laws.
3.1 True Information: You promise that any information you provide us or our affiliates will be (and will be kept and maintained) accurate, current and complete.
3.2 Use of Valleyarm and Profile Security: You promise that you will be fully and solely responsible for your use of Valleyarm and your Profile. You promise to keep your Profile details (including passwords) confidential.
3.3 Liability For Infringements: You promise that you will be solely liable for any breaches by you of the rights of any other party, including any breach of any intellectual property rights belonging to any third party.
3.4 Compliance with Local Laws: You are solely responsible for complying with all relevant laws (including tax, criminal, trade, copyright and data-protection laws) that apply to you and your use of Valleyarm or any payments made to you.
3.5 Indemnity: You agree to fully indemnify and hold us harmless, and upon our request, defend us and our licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) concerning any claim against us relating to your use of Valleyarm, Your Content, Your Compositions and/or Your Recordings. Accordingly, you agree to reimburse us, our licensees and our affiliates on demand (and/or allow us to retain your income received in accordance with this Agreement) for any such claim, cost, loss, damage or expense that is subject to indemnification under this clause and/or any payments made in resolution of any liability. We will promptly notify you of any such claim, and by obtaining, posting and maintaining an adequate bond for our benefit you may assume control of the defence of such a claim, provided that we will have the right in all events to participate in the defence thereof.
3.6 Power to Enter Agreement: You promise that you have the full power and authority to enter this Agreement and make the promises set out in this Agreement.
3.7 Valleyarm is not your Employer or Agent: Valleyarm and our services are related to the terms set out in this Agreement and do not constitute any form of employment or agent relationship.
4.1 Valleyarm Modifications and Upgrades: We may modify or upgrade Valleyarm or any software used in connection with Valleyarm at any time.
4.2 Operability of Valleyarm: We are not responsible for providing any hardware, further software or application that allows proper access to or use of Valleyarm. It is your sole responsibility to upgrade your software and hardware to ensure Valleyarm runs on your computer.
4.3 Suspension or Cancellation of Any Part of Valleyarm: We make no promises that Valleyarm (including any and all parts of Valleyarm) will be available to you at all times. Furthermore, we may suspend or discontinue, whether intentional, unintentional or through negligence, any part of Valleyarm temporarily or permanently for any or no reason and the only recourse available to you is that set out in this Agreement.
4.5 Limited Promises and Liability: To the maximum extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to any product or service provided by us, our business and the Valleyarm Website are expressly excluded. In particular, we assume no responsibility for (and you agree we will not be liable for) any cost, damage or loss incurred by you as a result of your use of Valleyarm including arising from or in relation to any error, action, omission, “bug”, interruption, interference, deletion, defect, delay in operation or transmission, communication line failure, theft, destruction or unauthorised access to, or alteration of Valleyarm, whether negligent or otherwise.
If any of the exclusions or limitations set out in the preceding paragraph are declared illegal or void or if you claim that there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this Agreement, to the extent permitted by law, our entire liability and your exclusive remedy is limited, in our discretion, to any fee we have charged you for the use of Valleyarm and any sums owing to you.
In no event will we (including our partners, agents, employees or contractors) be liable for any direct or indirect or consequential loss (even if we are aware of the possibility of such loss or if such loss was otherwise foreseeable), (including, but not limited to, loss of profits, production, data, opportunity or goodwill; or business interruption) however caused and on any theory of liability, including without limitation, contract or tort (including negligence or otherwise) arising during and/or as a result of the performance or non-performance of this Agreement by us.
5.1 Digital Distribution of Your Recordings: If you provide us with one or more of Your Recordings, you grant us an exclusive global licence to collect, administer, reproduce, convert, communicate, sell, sub-licence, distribute and otherwise Exploit each of Your Recordings by all digital means and media (whether now known or existing in the future) including the right to transmit, perform, distribute, promote and make commercial use of Your Recordings via the internet and via other forms of digital dissemination of music and authorise Digital Distribution Outlets to do the same.
5.2 Digital Distribution Outlet Terms and Conditions: In order for us to deliver to and authorise Exploitation of Your Recordings by Digital Distribution Outlets, we must agree to the terms and conditions of each Digital Distribution Outlet. You authorise us to enter such terms and conditions in order to provide our services in accordance with this Agreement.
5.3 Promotion: You grant us the non-exclusive right to use Your Recordings/Videos and/or Your Content (including your name (or your or your group’s performing name), the producer’s name(s), your photograph(s), likeness(es), biographical material and other related information) for the purpose of marketing and promotion of Your Recordings, our business and Valleyarm.
5.4 Removal of Your Recordings or Videos: If Your Content or your conduct is in breach of this Agreement or this Agreement is terminated, we may remove or delete Your Content, your Profile and any material in connection with Your Content or Profile from our systems without your consent and without recourse to you, and we may deduct a sum equal to our reasonable costs as a result of your breach, including but limited to Net Income due to you under this Agreement.
6.1 Our Right to Collect Income on Your Behalf: You grant us the right to collect all income from the Exploitation of Your Recordings and your Publishing Royalties pursuant to this Agreement.
6.2 Sub Publishing Collections of your Compositions: If you grant us the right by agreeing below to collect and administer your royalties due from one or more of Your Compositions, you will grant us an exclusive global licence subject to territory exclusions if nominated by you to collect and administer to you Publishing Royalties acting as a Sub Publisher. Should you not grant us rights for sub publishing, Valleyarm bear no responsibility or liability whatsoever to collect or administer any Publishing Royalties due including mechanical and public performance fees pertaining to the Release in accordance with this Agreement.
6.3 Payment to You: Subject to this Agreement and whether your release qualifies under a managed supported distribution fee of 20% whereby we charge no annual fees or upfront fees for future new releases, we shall pay to you 100% of all Net Income from the Digital Sales and Exploitation of Your Recordings as well as 70% of all Publishing revenues and synchronisation revenues collected on your behalf. Such payments shall be made through your PayPal Account or Bank Account. Your royalty income will only become due and payable if:
6.4 Our Upload Fee: In consideration for the services provided under this Agreement, you shall pay to us a one-off fee as set out below in respect of each Release:
6.5 Our Annual Fee: Upon the expiration of 12 months from signing this Agreement or previous Renewal Fee in connection with each Release (the “Renewal Date”), you shall pay to us a Renewal Fee as set out below for each Release unless otherwise quoted and stated in this Agreement: Non payment of the Renewal Fee after 30 days may result in your account being blocked until such time that the outstanding fee is paid.
For the avoidance of doubt, we may deduct or offset the Renewal Fee (or any part thereof the Renewal Fee) from any income credited to you in accordance with this Agreement.
c) If you have automatically qualified for managed supported distribution then you cannot stay on standard distribution, no up annual fees for future releases will be charged during the term thereafter, instead you will charged a 20% distribution fee on your digital sales and also be allocated a content manager for your respective territory to assist with marketing to digital stores via VIP(valleyarm Ingestion priorities) catalogue . Your release will also be pitched for a review with Music Weekly Asia www.musicweekly.asia to assist in raising profile and boosting sales of your release, although Valleyarm bear no responsibility for the level of sales on your release as a result of these marketing services. If you fail to generate an aggregate of $1,000 AUD from one or more releases from your catalogue or label in the future quarter you maybe downgraded back to standard distribution at Valleyarms discretion.
6.6 UPC Codes: Each Release requires a unique UPC code (or barcode). You can obtain your own UPC code, or, if you want us to supply it, then you must pay us an administration fee of AUD $39 ex GST for each UPC Code. For more information on UPC Codes please see the “What is a UPC code?” tab at: http://valleyarm.com/support
6.7 Accounting: We shall make available to you through your Profile, an electronic statement of accounts, which shall show any income owing to you, the number of Releases sold, the individual tracks sold, your previous and current invoices and other such related material. The statement of accounts is updated by Valleyarm on each occasion we upload sales data and cleared income as received from time to time from Digital Stores, this is then credited to your account from the Digital Distribution Outlet if your Content has made sales or after we make a payment to you or after you make a payment to us. Payments received to be made available to you under the terms of this Agreement will be uploaded to your account within 45 days from receipt. After your request for payment within any given calendar month, Valleyarm will process such payment 30 days from end of month providing there are no annual fees or upload invoices that remain outstanding.
6.8 Term: 36 months from payment of new release or from the date when you qualify for managed supported distribution.
7.1 Your Termination:
7.2 Our Termination: We may terminate this Agreement and delete your Profile:
7.3 Rights Upon Termination: romptly and after written termination of this Agreement we will ensure to notify to remove your Releases we control from any Digital Distribution Outlets and we will pay to you any outstanding Net Income due to you less any sum owing to us or any fees in dispute. Valleyarm will endeavour to ensure this does not take longer than 12 months. We may also delete your Profile. No Annual fee will be charged after termination.
8.1 Entire Agreement: The terms of this Agreement constitute the entire Agreement between you and us with respect to the subject matter of this Agreement. You acknowledge that we do not give any warranties or make any representations other than those expressly set out in this Agreement. If any have been given, you acknowledge they were not relied upon by you in entering this Agreement.
8.2 Arbitration and Mediation: We shall endeavour to help resolve any complaint you may have of us or Valleyarm or any dispute that may arise between you and us. In the event of dispute between you and us concerning any matter arising from this Agreement or the use of Valleyarm, you must provide written notice of the dispute to us and any other party to the dispute. Upon receipt of such notice, the parties to the dispute shall use best efforts to resolve the dispute within 28 days through commercial negotiations. If the dispute is not resolved within 90 days of the provision of such notice, either party may bring proceedings in relation to the matter. This clause shall not apply to any application for urgent interlocutory relief.
8.3 No Waiver: The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.
8.4 Unenforceability: If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be severable and shall not affect the remaining provisions of this Agreement.
8.5 Jurisdiction: The construction, validity and performance of this Agreement shall be governed in all respects by the law of the State of Victoria, and the parties submit unconditionally to the jurisdiction of the Courts of Victoria.
“UPC” means a ‘universal product code’ that is required for tracking the sale of products sold through the Digital Distribution Outlets and which must be attached to each Release.
“Digital Distribution Outlet” means any third party that we authorise to carry out the marketing, distribution and sale or other use of Your Recordings in accordance with this Agreement.
“Exploitation” or “Exploit” means the reproduction, sale, license, communication, editing, marketing and/or distribution of one or more of Your Recordings, including any and all reproductions made and distributed of any and all Your Recordings.
“Upload Fee” means our one-off fee set out in the clause above titled “Our Upload Fee”.
“Valleyarm” means any and all of the Valleyarm Website, the Valleyarm Services and Our Content that we make available to you from the Valleyarm Website and includes any related material and services.
“Valleyarm Services” means the products (including newsletters and information sheets) and services we provide in connection with the Valleyarm Website and as set out in this Agreement.
“Valleyarm Website” means the set of internet web pages hosted by us and available for access in accordance with this Agreement, and which publish certain content and which are currently located at the URL: www.valleyarm.com
“Net Income” means all income credited to you from the Digital Distribution Outlets and Publishing Revenue for the Exploitation of Your Recordings and collection of royalties in accordance with this Agreement less any Renewal Fee due to us and any further costs, damages or expenses incurred by us on your behalf or as a result of your breach of this Agreement.
“Our Content” means any graphics, images, text, video and other intellectual property (including copyright works and trade marks) that we own or control and offer to you through Valleyarm specifically for the purposes of use in connection with Valleyarm in accordance with this Agreement.
“Publishing Royalties” for the purposes of this Agreement means any mechanical or public performance royalty from the Exploitation and collection of income generated from your Compositions.
“PayPal Account” means your registered account with PayPal or your Bank Account, which you will maintain in accordance with PayPal’s or your Banks policies, and into and from which account all payments required under these Terms and Conditions of use will be made by you and Valleyarm.
“Profile” means the account you set up when registering with us via the Valleyarm Website and includes all data, personal details, passwords and associated information.
“Release” means each of Your Recordings or each collection of Your Recordings delivered in accordance with the Agreement which is connected to a single bar code and which we Exploit or provide to Digital Distribution Outlets in accordance with this Agreement.
“Renewal Fee” means the renewal fee set out in the clause above titled “Our Renewal Fee”.
“You” and “Your” means the person who clicks or signs “I Agree” in that person’s personal capacity and/or on behalf of any entity or other person(s) you warrant you are authorised to represent.
“Your Compositions” for the purposes of this Agreement means the “compositions” that belong to you from your written works pertaining to lyric and music content.
“Your Content” means any graphics, images, text, video and other intellectual property you own or control or are authorised to use, share, reproduce, communicate, upload, distribute, licence and deal with in any way and includes website links you have “posted” on the Valleyarm Website.
“Your Recordings and Videos” means any sound recordings and audio-visual recordings or together with all underlying copyright works and other such subject matter such as videos and films embodied in such recordings and any related material (including copyright material such as artworks) which you have complete authority to use, share, reproduce, communicate, upload, distribute, licence and deal with in any way.
Last Update: 29th April 2016