User Terms and Conditions

The terms and conditions below explain the use and protection of the information you provide in connection with your use and view of an online business owned by Kinetic Holdings, LLC currently known as Music Placements (hereafter "Music Placements," "us," "we," or "our"). The terms and conditions shall apply to, without limitation, Internet protocol addresses, the domain you use to access the Music Placements website, www.musicplacements.com, ("Website"), the version and type of browser or operating system you use, the web page you came from or visit next, your email address, user name, geographic location, average time spent on the Website, any text contained in emails and/or information entered through any music and/or recordings you submit to the website (collectively "Submissions"), credit card numbers, legal or professional names, social security numbers, telephone numbers and/or addresses. The foregoing list of information, items and Submissions shall be collectively referred to hereafter as "User Information."

By clicking the "I Accept" icon below, you expressly and voluntarily agree to the following terms and conditions:

1. Collection of User Information. You expressly consent to our collection, transfer, storage, use and disclosure of your User Information, inside and outside of our servers, for purposes of reviewing and possibly accepting your Submissions, and collecting, charting and tracking User Information to generate reports related to Website content. We reserve the right to use your User Information for purposes of gathering information and performing statistical analyses of Website user preferences and characteristics.

2. Use of User Information. You agree that we may use your User Information in furtherance of reviewing and/or potentially accepting your Submissions, and to create studies, charts, analyses and reports based on the information you enter onto the Website. You further authorize and give us permission to post or track any Submissions or other information that you submit to the Website in any manner Music Placements deems appropriate. We will not sell your User Information, except that which relates to Submissions, to any third party.

3. Disclosure of User Information. You agree that we may disclose your User Information to enforce our policies, protect anyone’s rights, property or safety, and respond to legal requests and/or subpoenas.

4. Safeguards and Security. Music Placements shall store and protect all User Information through security safeguards appropriate to the sensitivity of such information and Submissions. Despite these protections, you hereby acknowledge the risk and possibility that unauthorized third parties could illegally "hack" into, abuse and/or misuse your User Information and/or Submissions. Accordingly, you hereby release Music Placements and any of its related entities (including, but not limited to, Kinetic Holdings, LLC), employees, officers, directors, agents, members, partners, successors, and licensees from any and all liability associated with third parties illegally accessing or misappropriating your User Information and Submissions. We ask that you help protect your User Information and/or Submissions by never giving out your personal information, user names and passwords unless you deem it necessary or you voluntarily wish to do so. You should also log out of your computer and close your Internet browser when you finish visiting the Website and/or other web pages.

5. Links to Other Sites and Advertisements. The Website may contain links to other web pages and services. While Music Placements tries to link only to other web pages and services that share our high standards and respect for privacy, you hereby agree that we are not responsible for the content of or the privacy practices employed by other companies or websites.

6. Intellectual Property. You acknowledge and agree that the Website, all images and content featured thereon, and any software used in connection with the Website (collectively "Intellectual Property") contain proprietary and confidential information that is protected by intellectual property and other laws. Except as expressly authorized by Music Placements, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Intellectual Property, in whole or in part. Music Placements grants you a personal, non-transferable and non-exclusive right and license to use the Intellectual Property on a single computer; provided that you or third-parties do not copy, modify, create a derivative work from, reverse engineer, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Intellectual Property. You agree not to access the Intellectual Property by any means other than provided through Music Placements. The name Music Placements and domain www.musicplacements.com are our exclusive intellectual property. You agree to not reproduce or use such property without our express authorization.

7. Producers and Songwriters. If you are registering with and/or subscribing to the Website as a producer and/or songwriter, you hereby agree to the following terms and conditions by clicking on the "I Agree" icon below.

a. Licensing. You acknowledge and agree that Music Placements shall have the non-exclusive perpetual right on your behalf to license the Submissions that you upload and we choose for music placement opportunities in any and all forms of media now known or hereafter invented, which shall include, but not be limited to, placements in and/or with music publishers, record labels, filmmakers, video game creators, music supervisors, television, commercial, webisodes, and any and all other opportunities for placements of your Submissions in full or in parts containing music, recordings or both. Such placements shall be referred to hereafter individually as a "Placement" or collectively as "Placements." For and in consideration of the rights relative to the services described in the preceding sentence, you agree to pay Music Placements $30.00 per track that is approved and presented in A&R sessions or to our network. You will owe no per track fees if you subscribe for the Basic or Pro Package membership. You only pay if your track is approved and presented. You will be contacted and asked for approval before we present. Notwithstanding anything to the contrary, you hereby agree that Music Placements shall not be obligated to choose your Submissions for licensing or Placement opportunities and in the event Music Placements does not select your Submissions for such opportunities that such election shall not constitute a breach of this agreement.

b. Compensation. You hereby agree that in the event we are successful in securing a Placement on your behalf that we shall be entitled to (i) a ten-percent (10%) administrative commission on any fee that you receive for producing and/or writing the applicable Placement and (ii) twenty-five percent (25%) of your respective interest in the Publishing Income generated from the particular Placement for the life of the applicable copyright in the Placement’s underlying composition. For purposes of this agreement, the term "Publishing Income" shall include, but not be limited to, fees, payments, royalties and any other income related to or derived from mechanical licenses, ring tones, ring backs, synchronization licenses, compulsory licenses, copy licenses, lyric reprints, the "publisher share" of public performance royalties of any kind (including without limitation those derived from radio, television, the Internet, etc.) and any other form of publishing income now known or hereafter devised. Notwithstanding anything to the contrary, we shall not receive any commission on or interest in your "writer’s share" of public performance royalties.

c. Independent Contractor. You hereby agree that your relationship with Music Placements is that of an independent contractor and not that of an employee or agent. You further agree to assume full responsibility for the payment of all taxes associated with any compensation you receive from Placements in the event any are secured on your behalf.

d. Execution of Documents. You hereby agree to execute any and all documents necessary for Music Placements to receive the compensation described above and receive it directly from the person, entity or governing body paying such compensation. You hereby irrevocably authorize, empower, and appoint Music Placements and its authorized representatives, for the term of the copyrights in any applicable Placements and any renewals or extensions thereof, to secure and renew the copyright in the respective compositions for the initial copyright term and any renewal and/or extension periods and to execute in your name any and all documents and/or instruments necessary or desirable to accomplish the foregoing and/or to evidence your ownership of the copyrights during such periods and/or to effectuate Music Placement’s rights hereunder. The power granted herein is irrevocable and is coupled with an interest relative to your respective financial and copyright interests in the Placements and our rights to the same.

e. Term and Territory. The term of this agreement and our right to license your Submissions shall be perpetual, unless you provide us with written notice that you wish to terminate your subscription to the Website. Upon receipt of such notice, we shall remove your profile and cease attempting to License your Submissions. Notwithstanding anything to the contrary, you hereby agree that we shall be entitled to receive any and all compensation due and owed to us for Submissions that we placed or were involved with placing prior to termination and later resulted in a Placement that you agree to and/or accept. The territory for this agreement shall be the Universe. You hereby further agree that the term and territory of any licensing agreement that you enter into with any artist or independent record label through the Website shall be perpetual and throughout the Universe, unless you and that artist or independent record label agree otherwise in an agreement that is separate and apart from this one.

f. Ownership of Submission. Subject to the terms of any Production Agreement, Distribution Agreement, licensing agreement or any other agreement which you might enter into outside of this agreement, you shall continue to own and maintain your respective rights, title and interest in and to your Submissions. Such rights shall include without limitation copyrights.

g. Credit. Music Placements shall use best efforts to ensure that the applicable party with which a Placement is secured, in the event that occurs, affords you a credit stating that you produced the placements for your applicable production company, if any, and "www.musicplacements.com." Notwithstanding anything to the contrary in the event a third party with which a Placement is secured fails to afford such credit, you hereby agree that such failure shall not be deemed a breach by Music Placements. Nevertheless, Music Placements shall inform the applicable third party of the failure in writing and make demand that the correct credit(s) appear on the next commercial pressing of the creative work embodying the Placement.

h. Mechanical Rights. You hereby agree that in the event a recording artist or record label seeks to license, create, manufacture and/or distribute recordings of your Submissions through digital or traditional distribution you shall agree to such mechanical licensing and rights provided that the recording artist or record label agrees to pay you one hundred percent (100%) of your full interest in the applicable statutory mechanical royalty rate. In the event that the recording artist or record label seeks to pay you a reduced mechanical royalty rate that is less than one hundred percent (100%) you hereby agree to enter into good faith negotiations with the artist or record company in an attempt to agree to a mutually agreeable mechanical royalty.

i. Representations and Warranties. You hereby represent and warrant that (i) you are the sole owner of the copyrights and other rights associated with your Submissions and/or have the authority to enter into this Agreement on behalf of any applicable third party copyright owner, (ii) you are not under any disability, restriction or prohibition, whether contractual or otherwise, with respect to your right to enter into this Agreement and the rights granted to Music Placements hereunder; (iii) you are not entitled to receive any advance or other form or pre-payment from Music Placements; (iv) you are a member in good standing of a performance rights organization (ASCAP, BMI or SESAC) or will become such a member within ten (10) days of entering into this agreement, and will maintain your membership to the extent necessary to grant the rights conveyed in this agreement; (v) you are free to and not legally prohibited from entering into this agreement; (vi) your Submissions do not contain any "samples," "replays" or "interpolations;" (vii) Music Placements shall have the right to use your name, image, likeness and biography to promote the Website and in connection with your Submissions and Placements in any form of media now known or hereafter invented; and (viii) you agree to provide Music Placement’s with any and all documents related to the Submissions (including, but not limited to, copyright applications, writer splits, work-for-hire agreements and production agreements).

j. Restrictions. You shall not use for your personal or business purposes or for disclosure to anyone else any confidential or proprietary information relating to Music Placements’ operations or business which you may obtain from Music Placements or its employees or otherwise. You agree that for a period of two (2) years after the termination of this agreement that you shall not directly or indirectly induce any employees, accounts or subscribers of Music Placements to patronize any similar business other than that of Music Placements; canvass, solicit or accept any similar business from any employees, accounts or subscribers of Music Placements; directly or indirectly request or advise any subscribers of Music Placements to withdraw, curtail or cancel such subscribers’ subscription; directly or indirectly disclose to any other person, firm or corporation the names or addresses of any of the Music Placements’ subscribers with exception to any information that such subscribers post on the Website. In the event of a breach or threatened breach by you relative to the provisions of this paragraph, Music Placements shall be entitled to seek an injunction, restraining you from disclosing, in whole or in part, such confidential information, without bond. Nothing herein shall be construed as prohibiting Music Placements from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from you or any company that you own or with which you are affiliated.

k. Indemnification. You hereby agree to at all times indemnify and hold Music Placements, Kinetic Holdings, LLC, its authorized representatives, members, officers and directors harmless from any against any and all claims, damages, liabilities, costs and expenses (including court costs and reasonable counsel fees), arising out of any alleged breach or breach by you of any of your representations or warranties above or negligent or intentional acts. You shall reimburse Music Placements and/or its licensees on demand for any payment made at any time after the date hereof in respect of any liabilities or claim in respect of which Music Placements or its licensees are entitled to be indemnified. Upon the making or filing of any such claim, action or demand, Music Placements shall properly notify you of any such claim, action or demand and you shall have the right, at your own expense, to participate in the defense thereof with counsel of the your own choosing; provided, however, that Music Placements’ decision in connection with the defense or settlement of any such claim, action or demand shall be final.

8. Recording Artists and/or Record Labels. If you are registering with and/or subscribing to the Website as a recording artist and/or record label, you also hereby agree to the following terms and conditions by clicking on the "I Agree" icon below.

a. Use of the Website. You shall have the right to use the Website to review Submissions of the various producers and songwriters subscribing to the Website and make licensing offers to such producers and songwriters for the non-exclusive or exclusive use of their Submissions in the creation of new sound recordings.

b. Licensing Fee. You hereby agree that you shall pay any producers or songwriters the requested licensing fee for their applicable Submissions as listed on the Website or in which you and the producer or songwriter ultimately agree. You further agree that all payments to the producer or songwriter shall be paid through an independent secure PayPal site through which you shall finalize the payment for the applicable licensing arrangement. You further agree to pay an additional administration fee to Music Placements, which shall be equal to ten-percent (10%) of the respective licensing fee for the applicable Submission ("Administration Fee"). You hereby acknowledge, represent and warrant that you shall not have the rights to use and/or record over any Submission until you have paid the requested licensing fee to the producer or songwriter and Administration Fee to Music Placements.

c. Mechanical Rights. You hereby agree that in the event a producer or songwriter grants you the right to create, manufacture and/or distribute recordings through digital or traditional distribution you shall pay the producer or songwriter one hundred percent (100%) of his or her full interest in the applicable statutory mechanical royalty rate, unless you can present a fully executed agreement with a record company or distribution company that pays such royalties on less than one hundred percent (100%) of the applicable statutory mechanical royalty rate. Nevertheless, in the event such agreement calls for payment at lower than one hundred percent (100%) of the applicable statutory rate, you shall be obligated to secure the producer or songwriter’s prior written consent to that reduced royalty rate.

d. Credit. You hereby agree that you shall afford the respective producer or songwriter of any Submissions you license, whether exclusively or non-exclusively, with a credit on any and all promotional or commercial pressings of any recordings embodying the licensed Submission(s) stating that he or she produced the recording for his or her production company and "www.musicplacements.com." In the event you fail to afford such credit that failure shall be deemed a material breach of this agreement, which you hereby agree Music Placements and/or the applicable producer or songwriter shall have the right to seek legal action and redress through any and all available equitable and/or legal remedies.

e. Recognition of Copyrights and Ownership. You hereby agree that any producer or songwriter you enter into a licensing arrangement with for his or her Submissions shall receive a minimum of a fifty-percent (50%) ownership share in the underlying composition of any new sound recording created embodying the applicable Submission in full or any portion of its music, recordings or both. You further agree that you shall list the applicable producer or songwriter as a joint author on any copyright applications for the underlying musical composition and as a joint author of the new sound recording embodying the Submission on any copyright applications for the underlying musical compositions, unless you agree to an exclusive license in which you shall be the work-for-hire author and owner of the sound recording according to a work-for-hire or production agreement that shall be separate, apart from and outside of this agreement, which shall not involve or bind Music Placements, and you shall be responsible for preparing.

f. Representations and Warranties. You hereby represent and warrant that (i) you are free to and not legally prohibited from entering into this agreement; (ii) you own the identity and funds used to make payment to any producer or songwriter in furtherance of licensing their Submissions; (iii) Music Placements shall have the right to use your name, image, likeness and biography to promote the Website and your licensing of any producer or songwriter’s Submissions.

g. Restrictions. You shall not use for your personal or business purposes or for disclosure to anyone else any confidential or proprietary information relating to Music Placements’ operations or business which you may obtain from Music Placements or its employees or otherwise. You agree that for a period of two (2) years after the termination of this agreement that you shall not directly or indirectly induce any employees, accounts or subscribers of Music Placements to patronize any similar business other than that of Music Placements; canvass, solicit or accept any similar business from any employees, accounts or subscribers of Music Placements; directly or indirectly request or advise any subscribers of Music Placements to withdraw, curtail or cancel such subscribers’ subscription; directly or indirectly disclose to any other person, firm or corporation the names or addresses of any of the Music Placements’ subscribers with exception to any information that such subscribers post on the Website. In the event of a breach or threatened breach by you relative to the provisions of this paragraph, Music Placements shall be entitled to seek an injunction, restraining you from disclosing, in whole or in part, such confidential information, without bond. Nothing herein shall be construed as prohibiting Music Placements from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from you or any company that you own or with which you are affiliated.

h. Indemnification. You hereby agree to at all times indemnify and hold Music Placements, Kinetic Holdings, LLC, its authorized representatives, members, officers and directors harmless from any against any and all claims, damages, liabilities, costs and expenses (including court costs and reasonable counsel fees), arising out of any alleged breach or breach by you of any of your representations or warranties above or negligent or intentional acts. You shall reimburse Music Placements and/or its licensees on demand for any payment made at any time after the date hereof in respect of any liabilities or claim in respect of which Music Placements or its licensees are entitled to be indemnified. Upon the making or filing of any such claim, action or demand, Music Placements shall properly notify you of any such claim, action or demand and you shall have the right, at your own expense, to participate in the defense thereof with counsel of your own choosing; provided, however, that Music Placements’ decision in connection with the defense or settlement of any such claim, action or demand shall be final.

9. Disclaimer of Warranties. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. MUSIC PLACEMENTS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MUSIC PLACEMENTS MAKES NO WARRANTY THAT (i) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (ii) USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY SERVICES, INFORMATION OR OTHER MATERIAL WILL MEET YOUR EXPECTATIONS; (v) ANY ERRORS IN THE WEBSITE OR ITS OPERATIONS WILL BE CORRECTED; AND (vi) YOUR SUBMISSIONS WILL BE PLACED FOR COMMERCIAL DISTRIBUTION. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT MUSIC PLACEMENTS AND ITS APPLICABLE ENTITIES (INCLUDING, BUT NOT LIMITED TO, KINETIC HOLDINGS, LLC), OFFICERS, EMPLOYEES, AGENTS, PARTNERS, MEMBERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MUSIC PLACEMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; (v) THE MISAPPROPRIATION OF YOUR SUBMISSIONS; (vi) DIFFERENCES, DISPUTES AND/OR OTHER DISAGREEMENTS BETWEEN YOU AND ANY PRODUCER, SONGWRITER, RECORDING ARTIST OR RECORD LABEL SUBSCRIBING TO THE WEBSITE THAT YOU CORRESPOND WITH OR ENTER INTO AN AGREEMENT WITH AS A RESULT OF THE WEBSITE; OR (vii) ANY OTHER MATTER RELATING TO THE WEBSITE.

11. Minors. You agree that you have reached the age of majority in the state in which you live. If you have not reached this age, you hereby represent and warrant that you have the permission or authority of your parent or guardian to subscribe to and register your User Information and Submissions with Music Placements.

12. Indemnity. You agree to indemnify and hold Music Placements and its related entities, employees, officers, directors, agents, members, partners and affiliates harmless from any and all claims and demands (including reasonable attorneys’ fees and court costs) made by any third party due to or arising from any questions, comments, letters, messages or requests you submit, post, transmit or otherwise make available through the Website, breach of the representations and warranties above, use of the Website, violation of the terms of this policy, and/or your violation of any rights of another, including those related to the Submissions.

13. Updates. Music Placements reserves the right to update these terms and conditions at its sole discretion without notice to you. If you do not agree to these terms and conditions, you should not enter your User Information and/or Submissions onto the Website and should not click on the "I Agree" icon below. By clicking on the "I Agree" icon below you are agreeing to be bound by these terms and conditions, and are entering into a legally binding contract.

14. Choice of Law and Forum. You agree that the laws of the State of New York shall govern these terms and conditions. You further agree that all differences or disputes related to these terms and conditions shall first be submitted to mediation in the State of New York. In the event litigation is necessary thereafter, the applicable state and federal courts of the State of New York shall have full and exclusive jurisdiction over all disputes. You further agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these terms and conditions shall be filed within one (1) year after such claim or cause of action arose or the applicable claim(s) or cause(s) shall be barred forever.

15. Assignment. You shall not have the right to assign this agreement or assign, lend, lease or sell any of your partial rights or obligations hereunder to a third party. Music Placements shall have the right to assign this agreement or assign, lend, lease or sell any of its partial rights or obligations hereunder to any third party of its sole choosing.

16. Material Breach. No alleged breach of this agreement by Music Placements shall be deemed material unless you provide written notice of such alleged breach by registered or certified mail (return receipt requested) or by Federal Express or a similar overnight delivery service to Music Placements and Music Placements fails to cure the alleged breach within sixty days (60) days after receipt of such notice.

17. Miscellaneous. All notice required by this agreement shall be written and sent via certified or registered mail, return receipt requested, to you and/or Music Placements. Notice shall be deemed received no later than forty-eight (48) hours after mailing. You shall not have the right to assign your obligations or rights granted hereunder to any third party. In the event any part of this agreement is ruled invalid or unenforceable, notwithstanding said occurrence, you hereby agree that this agreement shall be deemed severable and that the balance of the terms of this agreement shall remain in full force and legal effect. You hereby agree that any and all obligations hereunder intended to survive the life of this agreement shall continue in full force and effect until such a time as said obligations no longer apply according to the terms and conditions hereof. This agreement sets forth the entire understanding, arrangement and agreement between you and Music Placements with respect to the subject matter hereof and supersedes all prior or contemporaneous, oral or written, understandings, arrangements and agreements related to the same. This agreement may not be modified except through a written instrument that is signed by all parties. The laws of the State of New York shall govern this Agreement. You hereby agree to first submit all disputes related to this agreement to mediation. In the event litigation is necessary thereafter the applicable courts of the State of New York shall have exclusive jurisdiction.

18. Independent Counsel. You hereby represent and warrant that you have had the opportunity to read, review and understand this agreement, and seek independent counsel with respect to the same. In the event you fail to obtain independent counsel for purposes of this agreement before clicking on the "I Agree" icon below, you hereby agree that you shall have voluntarily waived such right and enter into this agreement with full knowledge and understanding of its terms and conditions. You further hereby agree that your entry was voluntary and was not the product of any coercion or duress.

We reserve the right to terminate your membership or change the terms of service with notice.