Placed in effect as of 8/18/2021 (the “Effective Date”)
Thank you for using AvenueAR (henceforth sometimes referred to as “us”, “our”, “we”, or “AvenueAR”), a subsidiary of Avenue AR, LLC, a Delaware limited liability company. Our intention in creating AvenueAR is to give performance artists and songwriters an efficient and confidential platform on which to deliver songs and recordings to music industry professional for the sole purpose of obtaining an evaluation of the product delivered. You agree and acknowledge that by using the services of AvenueAR you ARE NOT thereby submitting your material to any record label, music publisher or other entertainment company with which a professional evaluator may affiliated either currently or in the past. By creating an Master Account on AvenueAR, or otherwise making use of any Services we provide online, on our websites, through our software applications, (collectively, the “Service”) or any downloadable material or content that AvenueAR makes available through our Service (the “Proprietary Content”), you agree that you have read and under these terms and conditions, and agree to enter into this binding agreement with AvenueAR, as specified herein.
We ask that you read the Agreement carefully, as the Agreement includes limits of liability, privacy information, a class action waiver, resolution of any and all disputes by arbitration instead of in court, and export control.
In order to use AvenueAR or any and all of its Services or access our Proprietary Content, you must be: (A) 18 years of age or older, or be 13 years of age or older and have the written consent of your parent or guardian to the Entire Agreement (except in those countries indicated in the following chart which allow for a lower age of majority); (B) have the power and ability to enter into a binding contract with us and not be kept from doing so under any and all applicable laws; and/or( C ) be a resident of a country other than the United States where AvenueAR and its collective Services are available (see the chart below):
Chile, Ecuador, Paraguay, Perú
Must either be 18 years of age or older, or be 15 years of age or older and have the consent of your parent or guardian
Must either be 18 years of age or older, or be 16 years of age or older and have the consent of your parent or guardian
Must either be 20 years of age or older, or be 13 years of age or older and have the consent of your parent or guardian
Bulgaria, Germany, Hungary
Must be either 18 years of age or older, or 14 years of age or older and have the consent of your parent or guardian
Must be either 13 years of age or older, unless subscribing for a paid subscription, in which case, must be 18 years of age or older or have parental consent
Must be either 18 years of age or older, or 13 years of age or older as long as long as a parent or guardian consents to the use of the Service and enters into the Entire Agreement
Must be 13 years of age or older, unless subscribing for a paid subscription, in which case, must be 18 years of age or older or have parental consent
Must be 13 years or age or older, unless subscribing for a paid subscription, in which case, must be 18 years of age or older or have parental consent
Must be 14 years of age or older, unless subscribing for a paid subscription, in which case, must be 18 years of age or older or have parental consent
Certain countries, including Turkey for example, also have limitations regarding the amount of music that may be streamed for free during a month. If you live in an area that is restricted by law, you will be notified by AvenueAR and the appropriate safeguards will be built into your account.
2. Changes to the Agreement
From time to time AvenueAR may, in our sole discretion, make alterations to the Agreement. When we make effective changes to the Agreement, we will provide you with visible notice as dictated by the circumstances, e.g., either by sending you an email, displaying a notice on your Master Account page or revising the Effective Date. In some cases, AvenueAR will send you notice in advance of the change, and the continuance of use of the Services and/or the Proprietary Content following the change signifies your acceptance of the change in the Agreement. Thus, please make sure you read any notice of change carefully, so as to understand the changes to the Agreement. If any change to the Agreement causes you to no longer want to use AvenueAR or consume any of our Proprietary Content, you may terminate your agreement with us by contacting us through the Customer Service contact form and/or deleting your Master Account and any User Content, as hereinafter defined. If you choose to terminate your Master Account on AvenueAR and have uploaded Recordings or other User Content that is subject to copyright law, you hereby agree to grant to AvenueAR and any of its Users a non-exclusive license to continue using the User Content using the same means and methods in which they were authorized to use it prior to the discontinuance of your Master Account.
3. Using AvenueAR
The goal of AvenueAR is to create a virtual online artist evaluation process where artist members can interact with professional music representatives, including without limitation A&R reps, producers, record label executive and social media influencers. Each member is a “User(s).” Users of AvenueAR may participate in AvenueAR either as an artist or as an industry professional. Industry professionals are offered the opportunity to participate in AvenueAR by invitation only, while any artist can join by completing the online sign up. Every User must, at a minimum, create what is known as a “master account,” and then select how they will interact on AvenueAR (the “Master Account”). Industry professional may select as many professional designations as they desire. Each Master Account has its own set of specific allowed activities and certain restrictions and benefits.
AvenueAR’s Service and Proprietary Content are entirely the property of AvenueAR or any licensees or agents. We hereby grant you a limited, revocable, non-exclusive license to make use of AvenueAR’s Services and Proprietary Content for personal, non-commercial entertainment purposes only (“the License”), provided that you fully understand and agreed that in some types of accounts, you will be entitled to price your product and sell to other AvenueAR Users in order to receive revenues. This License will remain in effect unless and until it is terminated by either you or AvenueAR. This Agreement indicates your promise to otherwise use our Service and Proprietary Content solely for personal, non-commercial, entertainment uses only, except as otherwise indicated herein, as well as to not redistribute or transfer AvenueAR’s Service or Proprietary Content.
Furthermore, through your use of AvenueAR, you and/or the owners of the copyrights and intellectual property (i.e. songwriters, publishers, artists, and labels) agree to grant AvenueAR a binding, exclusive, transferable, worldwide license to perform (via digital audio transmission), display, copy, distribute your Intellectual Property, and allow derivative works to be prepared therefrom, for the purpose of achieving commercial advantages both for you and for AvenueAR. Unless a separate negotiated and written agreement is executed, AvenueAR does not claim any rights or ownership in the copyrights or any derivatives prepared as a result of a Users’ participation in AvenueAR. Any transfer of ownership or licensing of rights will be established either directly between AvenueAR and a copyright holder, or by agents selected to represent each party or by the Users themselves. You understand that, as an interactive subscription service, AvenueAR is not required to establish an account with SoundExchange either in your or its own name to receive revenues for performance of digital audio transmissions, and that neither AvenueAR’s license agreement nor it operation will be subject to the stipulations or requirements established by SoundExchange.
As a User of AvenueAR, you understand and agree that you may not use your account to send unsolicited “spam” emails, whether commercial, political, or otherwise, to other AvenueAR Users, and that we have the right to terminate your account or disable your ability to send emails or other messages from your account.
AvenueAR was conceived of and created primarily to generate a comfortable environment in which recording artists and the recording industry can interact, and to create and thriving market for recording music. Users who are recording artists can select industry professionals and pay them to review their recordings and provide professional feedback. Users who are industry professionals are paid if they review the recordings within thirty (30) days. Thus, artists and industry professionals have the ability to enter into side agreements in order to commercially profit from the exploitation of the recordings. As a User artist, you understand that you have the right to purchase reviews from industry professionals for a charge, and that the amount of which will be established by AvenueAR, and therefore can be changed at any time and without prior notice to you. If as a User you disagree with the price you pay for review of the recordings or the amount you are paid to review a recording, your sole and exclusive remedy for that discontent is to delete AvenueAR and any software by which you access AvenueAR. AvenueAR will make reasonable efforts to maintain policies that establish fairness in the pricing of recordings but will not set uniform prices for the purchase of recordings.
3.1 Our Services & Paid Subscription Options
AvenueAR may offer additional services in the future that will be available only on a paid subscription basis (the “Paid Service”). If so, this Paid Service will not affect the Services and Content offers to Users on the basis of its free subscription. These Paid Service may be offered on either a limited time or quantity basis, so therefore every User may not have the ability to gain access to the Paid Service. In the instance that such Paid Service is offered, we will explain to you the additional Services and Proprietary Content that may be available for use to you both on a free and paid basis at the time you sign up. If you decide to cancel your subscription to the Paid Service after that time, or if your subscription to the Paid Service is interrupted for any reason, including non-payment, you might not be capable of re-subscribing to the Paid Service, however, your free Account will not be affected except that you will not be able to access the additional Services and Proprietary Content offered in the Paid Service. You also understand that the Paid Service can be discontinued by AvenueAR in the future, and in this case, you will not be charged any longer for your subscription to the Paid Service.
3.3 Trials, Codes, Gift Cards and other Prepaid Offers
3.3 Trials, Codes, Gift Cards and other Prepaid Services and Offers
Occasionally, AvenueAR or other entities may, on our behalf, offer free or reduced-rate trials to the Paid Service (“Trial”). AvenueAR maintains the right, and can use our discretion, to determine whether or not you are eligible for a Trial, and, though subject to applicable law, to discontinue or modify a Trial at any time without any prior notice and without liability, to the greatest extent possible under applicable law. In addition, if you have bought or been given a code, gift card, prepaid offer, or other offer made available by or sold via or on behalf of AvenueAR in order to get access to the Paid Service (“Special Offers”), separate terms and conditions pursuant to such offer may apply to your access to the Services and Proprietary Content we provide, and in that instance you agree to abide by any terms and conditions such as these.
For some Trials and Special Offers, we may require that you provide your payment details in order to start a Trial or take advantage. At the end of offers such as these, we may automatically begin billing you for the applicable Paid Service on the very first day following the end date of your Trial, on a recurring basis, once monthly. By giving us your payment information together when signing up for the Trial, you consent to this recurring charge using the given payment details. You will be given the right to cancel the applicable Paid Service through your account on AvenueAR, either by terminating your account or through our Subscription page. If you do not wish to be charged each month for the Paid Service, you must either terminate your AvenueAR account or cancel the Paid Service before the end of the monthly service period. AvenueAR will not refund you for the amount that you paid for the month in which your subscription to the Paid Service was terminated, and your subscription to the Paid Service cannot be ended before the end of the monthly period for which you have already paid. The section on limitations further describes the terms surrounding the cancellation of your subscription to the Paid Service. Prepaid services are not refundable. When submitting a song to an executive you will need to have enough credits in your account. You will need to purchase prepaid credits to submit songs to executives. Submissions and prepaid credit purchases of $20, $30, or $100 are not refundable. You pay for us to deliver the song to an executive. Once you make the payment the delivery is made based on your choice and cannot be refundable. We guarantee the revision of your material within 45 business days.
3.4 Our Use of Original Musical Content and Sound Recordings
Users have the ability to upload demonstration recordings to their Master Accounts and are given the opportunity to have the recording evaluated by an industry professional and/or license the use of those Recordings and/or the underlying Songs to other Users. These activities are not monitored by AvenueAR and are subject to any written agreements between the Users. As used throughout this Agreement, the term “Songs” means any original lyrical and musical content created and uploaded by you to AvenueAR’s Services. As stipulated in 17 U.S. Code 114 (h)(2)(B) AvenueAR maintains and may generally exercise the right to grant other Users the ability to listen to 45-second previews of finished sound recordings created by you that embodies the Songs (“Recordings”). These Recordings are available and accessible on various webpages within AvenueAR. This ability is intended to help Songwriter and Publisher Users generate interest in and license the Songs or Recordings, thereby creating income for all those involved in the songwriting, recording, marketing, and overall music-making process.
As a User, you also hereby grant, and therefore understand and agree, that AvenueAR has the exclusive, irrevocable right to do the following throughout the world (the “Territory”):
A. Deliver any Song or Recording uploaded to AvenueAR to members of its professional evaluation team most of whom are independent individuals affiliated with companies other than AvenueAR, neither of which are affiliated with AvenueAR. All AvenueAR evaluators are independent contracts;
B. Print the lyrics and or sheet music of any Song or Recording uploaded to AvenueAR’s Services;
C. Collect any and all income that is related to the evaluation of the Songs and Recordings and distribute revenue to the industry professional Users after deducting an administrative fee;
D. Without limiting the previously enumerated rights, license: (1) all broadcast and digital public performances; (2) the manufacture, distribution and sale, and reproduction of records which embody one or more of the Songs and/or Recordings created and listed on User Accounts, whether physically or electronically; ( 3) the synchronization of Songs and Recordings in connection to, but not limited solely to, television programs, motion pictures, video games and advertisements; (4) the use of any Songs and Recordings in connection with merchandising purposes and activities; and (5) if possible and applicable, the utilization and performance of any Songs or Recording uploaded to AvenueAR, including though not limited to connection with movies, television programs, video games and advertisements;
E. Use the names, likenesses, signatures, pictures/photographs, and biographical information of all Users, together with any affiliated trademarks, service marks or trade names, with the intent of exploiting and/or promoting the Songs and the Recordings on AvenueAR Services, and/or in the corporate marketing and promotion, both online and in traditional print and audio and/or visual media related to AvenueAR or any of its affiliated companies. This grant is a non-exclusive right, coupled with an interest, that is in perpetuity and throughout the world.
As a current or formerly subscribed user of AVENUEAR.com, you understand and agree that from time to time AVENUEAR executives may interview A&Rs, music supervisors, and other executives in the music industry, and you agree that some of your material submitted to AVENUEAR (i.e. pictures, songs, demos, Youtube links) may be reviewed by industry professionals, and you agree that those reviews can be displayed publicly at the sole discretion of AVENUEAR on other web systems or other media sites not limited to YOUTUBE.com, Facebook.com, etc. As a current or formerly subscribed user of AVENUEAR, you also grant the rights for all material you submit to AVENUEAR to be publicly displayed while educating the public about how AVENUEAR works and how the industry professionals review your material. You understand the reviewers may comment positively or negatively about the work submitted to AVENUEAR.com, and that these are personal views expressed that AVENUEAR cannot control, and you agree that this material submitted to AVENUEAR can be displayed publicly at the sole discretion of AVENUEAR, including even if you have canceled services with AVENUEAR.
Notwithstanding anything in this Agreement to the contrary, in the event that a User elected to participate in the streaming service provided by AvenueAR, it further agrees that the rights granted in Subsections 3.4 A-E above may also be sublicensed to certain third-party social media influencers in the sole discretion of AvenueAR, and that these sublicensees may exercise the Subsection 3.4 A-E rights to promote User’s Songs and Recordings on their third-party websites, provided, however, that the agreements that AvenueAR has with such third-party sublicensees shall specifically state that appropriate credit must be given to the User, that no commercial use shall be made of the Songs and Recordings, and that no derivative works shall be creates therefrom. The sublicenses shall be in perpetuity and royalty free. User understands and agrees that AvenueAR does not maintain any control over the third party websites to which it grants sublicenses and therefore User agrees to hold AvenueAR free from any and all claims related to these third-party sublicense agreements pursuant to Section 17 below.
All AvenueAR trademarks, trade names, logos, service marks, domain names, software, applications and/or any other features of AvenueAR’s brand, Services and Proprietary Content (the “IP Content”) are the sole property of AvenueAR or our licensors, and is further protected by trade secret, copyright, and other intellectual property laws. The Agreement does not grant you any rights whatsoever to use the IP Content in any way other than specified in this Agreement, regardless of whether that use is commercial or non-commercial, and you therefore agree to that you will not use the IP Content or any subsidiary part thereof in any form not expressly permitted by the Agreement. Except for the rights specifically and expressly given you in the Agreement, we grant no right, title, or interest to you in AvenueAR’s IP Content. All third-party software included in AvenueAR’s IP Content, if any, are licensed to you under the Agreement or under any relevant third party’s license terms. You agree and acknowledge that AvenueAR may sublicense the songs and recordings you submit to AveTUNE to certain third-party social media influencers in their sole discretion and that these sublicensees may exercise the Subsection 3.4 A-E rights to use and promote your songs and recordings on their third-party websites without payment of any royalties.
4. User- Generated Content
4.1 User-Generated Content Pertaining to Users apart from Songs or Recordings.
Any and all reviews, text, information, pictures, comments, audio, pictures, graphics, and any other content or data that you upload, transmit, exchange, submit, or make available to or through AvenueAR’s platform, excluding licensed Songs and Recordings (henceforth referred to as “User Content”) is generated, controlled, and owned solely and completely by you, and not by AvenueAR.
AvenueAR claims no ownership rights to User Content, and you acknowledge and agree that the User Content that you produce remains solely and completely under your responsibility. AvenueAR does not endo rse any opinion expressed in any User Content, nor does the decision to remove or not remove any specific User Content signify tacit approval or disapproval of any opinion held in the User Content.
You may not store, upload, send, transmit, distribute, perform, store, make available, continue to make available, or make available to the public by any other means User Content for which you do not hold the necessary rights and/or permissions to use. Specifically, the unauthorized use of material protected by copyright within User Content (including through distribution, adaptation, public display, public performance, preparation of derivative works, reproduction, modification, making available or otherwise communicating to the public through AvenueAR), regardless of whether it is or may become unauthorized at a later date, may possibly constitute an infringement of the third-party rights and is strictly and expressly prohibited. You further promise that, pertaining to any and all User Content on AvenueAR, your content does not violate the publicity, personality, intellectual property, privacy, or other rights of anyone else or imply affiliation with or endorsement of you or your User Content by AvenueAR or any artist, songwriter, label, publisher, manager, or fan that uses the AvenueAR platform, or any individual or group/entity outside of AvenueAR without the express written consent from aforementioned individual or group/entity.
It is possible that, on occasion, we may invite you or provide you with the means to give feedback pertaining to AvenueAR, and in such circumstances, the feedback you give (if you choose to do so) will be deemed non-confidential, and AvenueAR maintains the right, but not the obligation, to use any such feedback in an unrestricted manner.
AvenueAR might, but has no responsibility to, monitor, review, or alter User Content to assure compliance with these requirements. In any and all instances of misuse, we maintain the right to remove or discontinue/disable access to any User Content for any reason or no reason at all, including but not limited to, User Content that, in solely AvenueAR’s judgment, violates the Agreement. AvenueAR may take such actions without any or prior notification to you the User or a third party. The removal or disabling of access to any User Content will be done by solely AvenueAR’s discretion, and we do not promise to remove, disable access to, or otherwise rid our platform of any specific pieces of User Content.
Importantly, you agree that if anyone submits a claim or files litigation against AvenueAR regarding User Content, Songs or Recordings that you have posted, then, to the greatest extent possible under local law, you will hold AvenueAR harmless from and against any and all damages, losses, and expenses of any type (including, without limitation, reasonable attorneys; fees and costs) arising out of any such claim or litigation.
4.2 User Content Pertaining to Users who are creators and copyright owners of original compositional and musical content, audio digital or otherwise
You grant AvenueAR perpetual, irrevocable, completely paid, worldwide license to use, reproduce, translate, modify, distribute, perform, and generally make available to the public any of your User Content, specifically including Songs and Recordings as set forth herein, in connection with our Services and Proprietary Content through any medium, whether alone or in conjunction with other materials or content, in any way and by any means, technology or method, whether currently known or hereafter conceived and created, without any compensation therefor. Aside from the rights specifically granted to AvenueAR in the immediately preceding sentence, you retain ownership of all rights, including intellectual property rights, in User Content.
You agree that you will not store, upload, send, transmit, distribute, perform, store, make available, continue to make available, or make available to the public by any other means Songs or Recordings for which you do not hold the necessary rights and/or permissions to use. Specifically, the unauthorized use of material protected by copyright for purposes of creating Songs and/or Recordings (including through distribution, adaptation, public display, public performance, preparation of derivative works, reproduction, modification, making available or otherwise communicating to the public through AvenueAR), regardless of whether it is or may become unauthorized at a later date, may possibly constitute an infringement of the third-party rights and is strictly and expressly prohibited. You further agree that your will not violate the publicity, personality, intellectual property, privacy, or other rights of anyone else or imply affiliation with or endorsement of you or your Songs and/or Recordings by AvenueAR or any Artist, Songwriter, Record Label, Publisher, Manager, or Fan that uses the AvenueAR platform, or any individual or group/entity outside of AvenueAR without the express written consent from aforementioned individual or group/entity.
If AvenueAR, acting in good faith and reasonable discretion finds infringing or fraudulent activities or omissions taken on your part or on the part of any of your affiliates, any costs that might be incurred by AvenueAR (including reasonable attorney’s fees and expenses) in connection to the fraudulent act or omissions may, in addition to any other remedies, be deducted by AvenueAR from any money which would otherwise be payable to you by AvenueAR. Moreover, if in our good and reasonable business judgement AvenueAR decides to hire an attorney for the purpose of reviewing or responding to any claim of fraud and/or infringement with respect to an Songs, AvenueAR will, following solely our discretion, maintain the right to deduct from your AvenueAR account or charge you directly a minimum of three-hundred dollars ($300) to counteract costs associated with legal fees and expenses.
5. User Guidelines
We at AvenueAR have set some standards and rules for our Users to follow whenever they use our Services or Proprietary Content, to ensure that our Services and Proprietary Content remain enjoyable for all. When using our Services and Proprietary Content, follow these rules and, when possible, and encourage other Users to do likewise:
The following acts are not permissible for any reason at any time:
- Using our Services to import or copy any of your local files to which you do not have the legal rights to copy or import in such a way; - Copying, reproducing, recording, redistributing, transferring, performing, “ripping”, otherwise displaying to the public, broadcasting, or making available to the public any part of AvenueAR’s Services or Proprietary Content that is not expressly and specifically allowed under the Agreement or applicable law or which in some other manner infringes on the intellectual property rights (such as copyright) in AvenueAR’s Services or Proprietary Content or any part thereof;
- Transferring copies of any cached data related to our Services or Proprietary Content from one device to another device regardless of the means of doing so;
- Working around and cheating any territorial restrictions set in place by AvenueAR or any of our licensors; - Increasing play count or profile views in an artificial manner, or otherwise manipulating our Services through the use of a script of another automated process, including, without limitation, crawlers and spiders;
- Decompiling, modifying, reverse-engineering, or creating derivative works stemming from AvenueAR’s Services, our Proprietary Content or any part of our Services or Proprietary Content unless allowed by applicable law; - Working around and cheating technology used by AvenueAR, our licensors, licensees, or a third party used to protect our Proprietary Content or any of our Services;
- Selling, leasing, renting, or sublicensing our Services or Proprietary Content or any part thereof;
- Taking down or changing any copyright, trademark, or other possible intellectual property notices held in or provided via our Services (including acts with the goal of disguising or altering any indications of the source, author, or ownership of any of the User Content, IP Content or other Proprietary Content);
- Giving your password to another AvenueAR User or non-AvenueAR user, or using any other User’s username (or Login ID) and password;