HeirChex Digital Servicing - Terms of Service

Article Index
Terms of Service
Privacy Statement
Service Level Agreement
Disc Jockey Agreement
Radio Station Agreement
Indie Artist Agreement
Label/PSA Agreement
Promoter Agreement

Page 8 of 8

PROMOTER AGREEMENT

WELCOME! We are glad you want to join HeirChex Digital Servicing (HCX) in our efforts to support and distribute your music and audio globally. This is a NON-exclusive, contractual relationship which can be terminated at any time by either party.

If you need to leave, simply notify us. After we receive your request, we will contact you via email to confirm your desire to cancel your site membership. After our correspondence, we will remove your music*.

SOME DEFINITIONS USED:

Effective Date:

The date you accept this agreement by clicking on the “Submit” button in the Membership Application area of this website.

Agreement:

The Internet Services Agreement that follows.

Artist:

That would be the recording artist, and if part of a band, then the reference to Artist includes the entire band. Artist also includes supporting production company or companies and licensed publisher.

Authorized preview:

A preview that is unique, from one fan.

HCX :

That is short for HeirChex Digital Servicing.

Label:

The entity acting under contract authority with, by and on behalf of, an Artist musician with and for the express purpose of distributing and promoting the Artist’s Materials.

Promoter:

The entity or individual acting under written contract authority with, by and on behalf of, a Label or an Artist musician with and for the express purpose of distributing and promoting the Artist’s Materials.

Artist(s) Material:

This includes, but is not limited to the Artist's audio material, video material, logos and text, photos and likenesses, Artist's name, voice, signature (authentic or reproductions), picture, image, caricature, unique personal characteristics, nicknames, initials, statistics, biographical information and any and all other references to Artist's persona, personality or preferences and any other indicia of Artist's identity. Basically, anything the Artist supplies to HCX to promote the Artist.

Term:

This starts the day you join HCX membership and HeirChex has published your first music/audio file, and ends one calendar month later (or the number of months you purchase under one of the extended package deals). The term is automatically renewed unless we are notified via email or direct white mail of your intent to not renew.

HCX Property:

Anything that belongs to HeirChex Digital Servicing . This includes HCX copyrights, patents, logos, trademarks, service marks, trade names, programming, computer code, client lists, marketing information, merchandising costs, names, images, graphics, likenesses and/or other intellectual property.

Gaming:

Any kind of attempt made to increase the number of downloads, hit counts or page view fictitiously. This includes, but is not limited to: email spoofing, deep linking, song trading which includes participating in link-exchange or download/stream-exchange web sites, trading web rings, trading clubs, trading stations, review clubs, trading boards, etc. Logging off and logging on to hit your page with new IP addresses will not be tolerated. If you feel this is occurring, please notify us.

INTERNET SERVICES AGREEMENT

This Agreement is made and entered into as of the Effective Date between HCX and the Promoter.

Promoter acts under contract authority with and on behalf of an Artist musician.

HCX is a provider of interactive content to disc jockeys, radio stations and recording labels through various digital platforms on the Internet.

HCX and Promoter desire to enter into this Agreement to set forth the terms upon which HCX shall distribute and “chart” [i.e. “chart the number of times music is downloaded or played over the air by radio stations/disc jockey members] Artist's Material during the Term.

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties agree as set forth herein
Services:

HCX Services. HCX shall provide and maintain the web site known as www.HeirChex.com and all online/Internet connectivity and hosting services (including the necessary hardware and software).

Promoter Services. Promoter agrees to:

...create and provide HCX with Artist Material;

...use its best efforts, and to cause Artist's to use their best efforts, to favorably mention and refer to HCX in interviews and other appearances.

...NOT upload any Parental Advisory Material. The Recording Industry Association of America (RIAA) defines this as: “…recordings identified by this logo may contain strong language or depictions of violence, sex or substance abuse.”

PLEASE NOTE: In connection with the services to be rendered by Promoter hereunder, Promoter hereby agrees on its own behalf and that of the Artist to not upload, post, email or otherwise transmit any materials that are unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or that might reasonably be considered to infringe upon a third party’s trademark, service mark copyright, patent, and/or right of publicity. HCX reserves the right, within HCX sole discretion, to remove any of Promoter's materials from HCX website (although HCX has no duty to do so).

...refrain from any and all types of download Gaming.

...not affiliate, associate or link HCX in any manner, to any kind of pornographic site.

Membership Fees. (Please read the Pricing Information for all the details.)

Membership on HCX :

Fee is based on 1 calendar month billing cycles. Extended Terms are available after joining.

License.

Promoter for and on behalf of itself and its Artist hereby grants to HCX a NON-EXCLUSIVE license to use, reproduce, display, distribute, broadcast, transmit, electronically scan, digitize and otherwise make available by any and all means the Artist Material throughout the universe in any and all languages to make Artist’s Materials accessible to recording labels, disc jockeys and radio stations.

In connection with this Agreement granted herein, Promoter for and on behalf of itself and its Artist agrees that during the Term HCX shall have the right, but not the obligation, to link to the Promoter's or its Artist's website(s).

Promoter and/or Promoter's Artist shall not acquire any right under this Agreement to use, and shall not use HCX Property without HCX prior written consent, which consent HCX may grant or deny in its sole discretion.

All right, title and interest in and to any and all materials furnished by Promoter or its Artist for or in connection with the services rendered hereunder, shall be, the Label or its Artists sole and exclusive property during and after the Term.

Publicity Limitations. Both parties mutually agree to not slander, malign or in any manner debase each other.
Representations and Warranties. Promoter represents and warrants that (a) it has the right to enter into and fully perform this Agreement (b) Promoter also represents and warrants that there are no liens or encumbrances against any of the Material, which would be inconsistent with the rights granted to HCX hereunder. Promoter will provide to HCX, upon request, a copy of the written contract between Promoter and Artist of Artist's label which authorizes Promoter to enter into this servicing contract with HCX.
Mechanical License. The Promoter for and on behalf of itself and its Artist also represents they have all rights to perform the song and when necessary, have obtained a mechanical license in compliance with the United States Copyright Act or other applicable governing body. The Promoter for and on behalf of itself and its Artist also agrees to furnish HCX a copy of the license upon request.
Indemnification. The Promoter for and on behalf of itself, the Artist's label where applicable, and its Artist shall indemnify, defend and hold harmless HCX from and against all claims, costs, liabilities, judgments, expenses and damages (including reasonable attorneys' fees and costs) arising from or related to any breach of any representation or warranty set forth.
Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN AND EXCEPT IN CONNECTION WITH A BREACH OF SECTIONS 5, 6, AND/OR 7 HEREOF, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THIS AGREEMENT OR THE BREACH OF ANY TERM, COVENANT, REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HEREIN.
Term and Termination.

Term. This Agreement shall commence as of the Effective Date and continue in effect until the Promoter or HCX terminates by written notice to the other party.

Effects of Termination. HCX shall cease and desist from any further digital accessibility or offering of Artist's Materials.

Notices. If you need to notify us, here is our address:

HeirChex Digital Servicing
998 Beaver Creek Rd.
Webster, NY 14580

General. This Agreement constitutes the entire agreement between HCX and the Promoter for and on behalf of itself and its Artist in connection with the subject matter hereof and supersedes any and all prior agreements and understandings (whether written or oral) between the parties and any representatives. HCX reserves the exclusive right to modify and/or amend this agreement from time to time with or without notice (please check here often). If any portion of a provision of this Agreement is deemed invalid or unenforceable as a matter of law, such provision shall be enforced to the greatest extent permissible by law. Nothing contained herein shall be construed as creating a joint venture, employment relationship or partnership between the Label for and on behalf of itself and its Artist and HCX . This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of New York.

I HAVE READ THE ABOVE AND AGREE TO BE BOUND BY THE HEIRCHEX DIGITAL SERVICING INTERNET SERVICES AGREEMENT: I am over the age of 18, and am the Promoter for or on behalf of the label or artist or have written authority to accept for the Label or artist. If you agree and continue on with the signup process, you are signing up for membership renewing each 1 calendar month period (extended memberships are available once you are a member). Please make SURE you are able to receive emails from the email account you list as your contact email. Make sure to allow ANY emails from @HeirChex.com to be sent to your inbox. If you have any problems signing up, please contact us immediately.

*Music/audio is placed on the site for a two month periods. If a membership is cancelled, all music/audio will remain on the site through the next membership period (for example, Membership is from October 7 through December 6. HeirChex receives a cancellation notice on October 20th. The account will be cancelled as of December 6. (The artist has the option at anytime to request that we unpublish the music/audio regardless of account status.)

<< Prev - Next