Definition. This Section 5 governs any content that Users upload, post or transmit to or through the Service (collectively, “Post”) including, without limitation, photographs, text, sound recordings, musical works, or audiovisual works, and any other works subject to protection under the laws of the United States or any other jurisdiction, including, without limitation, patent, trademark, trade secret and copyright laws (if you are an Independent Artist, this is “Artist Content”, and if you are a Fan, this is “Fan Content”, collectively “User Content”). User Content also includes any content hosted on or accessible through an External Service that is made accessible through the Service. For clarity, User Content excludes any and all RYDDM Content.2.
Screening Content. RYDDM does not presently pre-screen any User Content, but reserves the right to remove, disallow, block or delete any User Content in its sole discretion and to pre-screen User Content in the future in its sole discretion. In addition, RYDDM has the right – but not the obligation – in its sole discretion to remove, disallow, block or delete any User Content: (i) that RYDDM considers to violate this EULA, applicable law or otherwise constitute Objectionable Content; or (ii) in response to complaints from other Users, licensors or copyright owners or their agents of any RYDDM Content, with or without notice and without any liability to you. Without limiting the preceding sentences of this Section, RYDDM also has the right – but not the obligation – to take remedial action in connection with any Objectionable Content Posted as described more fully in Section 5.i below. RYDDM recommends that you save copies of any User Content that you Post on your personal device(s) or other storage media to ensure that you have permanent access to copies of such User Content.3.
Ownership. SUBJECT TO ANY THIRD PARTY RIGHTS IN ANY PREEXISTING CONTENT THAT IS A PART OF YOUR USER CONTENT, YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT AND POSTING YOUR USER CONTENT DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS TO RYDDM OR ANY THIRD PARTY.4.
License to RYDDM. You hereby grant RYDDM an unrestricted, assignable, sublicensable, royalty-free, fully paid-up license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to- the-audience basis), make available, create derivative works, summaries, compilations, or extracts from, retransmit from External Services, and otherwise exploit and use (collectively, “Use”) all or any part of all User Content you Post by any means and through any media and formats, whether now known or hereafter developed, for the purposes of: (i) advertising, marketing and promoting RYDDM, the Service, and the availability of your User Content on the Service; (ii) displaying and sharing your User Content to other Users of the Service; and (iii) providing the Service as authorized by this EULA. You further grant RYDDM an unrestricted, assignable, sublicensable, , royalty-free, fully paid-up license throughout the universe to use your user name, image, voice and likeness to identify you as the source of any of your User Content. You must not Post any User Content on or through the Service or transmit to RYDDM any User Content that you consider to be confidential or proprietary. Any User Content Posted by you or otherwise transmitted to RYDDM will be considered non-confidential and non-proprietary, and treated as such by RYDDM, and may be used by RYDDM in accordance with this EULA without notice to you and without any liability to RYDDM. For the avoidance of doubt, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to: (A) reproduce audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works; (B) publicly display audiovisual works; and (C) publicly perform and communicate to the public audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein), and musical works, all on a royalty-free basis. This means that you are granting RYDDM the right to Use your User Content without the obligation to pay royalties to any third party, including, without limitation, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content. Following any termination of the licenses set forth in this Section, RYDDM may make and retain archival copies of your User Content in a manner consistent with RYDDM’s practices regarding data retention and backups.5.
You Must Have Rights to the Content You Post. You must not Post any User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not Post such sound recordings unless you have obtained all necessary rights, authorizations and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to RYDDM under this EULA. You represent and warrant that: (i) you own the User Content Posted by you or otherwise have all rights necessary to grant the licenses set forth in this EULA; (ii) the Posting and Use of your User Content by anyone does not violate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, contract rights, or any other rights of any party, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the Posting of your User Content will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person resulting from Posting your User Content, including from RYDDM’s exercise of the license set forth in Section 5.d.Specific Rules for Musical Works and for Recording Artists.
If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through this EULA to RYDDM. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in this EULA or have such music publisher enter into this EULA with RYDDM. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant RYDDM the licenses in this EULA. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Service that may be claimed by your label. You represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music as authorized under this Agreement. Finally, if you wish to perform a cover song and Post it to the Service, you are responsible for securing all rights in and to the underlying musical work before posting your recording or performance of such musical work to the Service.If any agreement you have entered into with any third party, including, but not limited to a PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting company the right and license set forth in this Agreement and making the representations and warranties set forth in the four paragraphs immediately above, then you are prohibited from uploading your music to the Service and shall be responsible for indemnifying and holding company harmless from and against any and all claims arising from the exploitation of your music on the Service, including all court costs and legal fees. 1.
Through-To-The-Audience Rights. All of the rights you grant in this EULA are provided on a through-to-the-audience basis, meaning the owners or operators of External Services will not have any separate liability to you or any other third party for User Content Posted or Used on such External Services via the Service.2.
Waiver of Rights to User Content. By Posting User Content, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post.Objectionable Content.
You are not permitted to and agree not to Post any User Content that is or could be interpreted to be, as RYDDM may determine in its sole discretion, (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, vulgar or in violation of any applicable laws; or (ii) promoting any product, good or service, or bigotry, discrimination, hatred, intolerance, racism or inciting violence ((i) and (ii) collectively, “Objectionable Content”
). The Posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in this EULA may be raised as a defense against any third party claims arising from your Posting of Objectionable Content. You also agree not to use the Service for illegal or unlawful purposes. If you encounter any Objectionable Content on the Service, then please immediately email RYDDM at [email protected]
. You acknowledge and agree that RYDDM provides you with the ability to report Objectionable Content as a courtesy, and RYDDM has no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to RYDDM. However, RYDDM in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content, including, without limitation, warning the User, suspending or terminating the User’s Account, removing some or all of the User’s User Content and/or reporting the User to law enforcement authorities, either directly or indirectly. By accessing and using the Service, you acknowledge and agree that you may be exposed to Objectionable Content, at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.1.
No Liability. For the avoidance of doubt, RYDDM disclaims and will not be liable for any use or misuse of User Content by any User.2.
FTC Endorsement Guidelines. Notwithstanding any other provision in this EULA, you represent and warrant that you will comply with all laws and regulations regarding endorsements or testimonials made by you in any User Content, including that you will (i) make only accurate statements that represent your genuine experience with any product, good or service and (ii) make all required disclosures pursuant to the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising, as such guides may be amended from time-to-time by the FTC. Follow this link for further information on complying with the FTC’s guidance: https://www.ftc.gov/sites/default/files/documents/one-stops/advertisement- endorsements/091005revisedendorsementguides.pdf.3.
Feedback. If you choose to provide RYDDM with input or suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant to RYDDM a perpetual, irrevocable, non- exclusive, fully-paid and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution or fees due to you.4.
Fan Personal Information – Fans.
As a condition to using certain features of the Service (including, without limitation, the free download feature, or making a purchase from Company or an Artist), you may be required to provide certain personal information to Company or relevant Artists, such as your e-mail address, country of residence and zip/postal code ("Fan Information").
As a condition to each such Artist’s right to receive such Fan Information, Company requires each Artist to agree to the terms set forth in the next section of this Agreement. However, you acknowledge that Company has no control over the use of the Fan Information by the Artists, and you further acknowledge and agree that RYDDM shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the Artists’ use of such Fan Information.