Music and Videos online sales agreement

1. Definition

This is a legal agreement related to establish a music/video selling contract between

• JIS Computing who offers a music download website www.VibeTrigger.com (hereafter named Provider)
• And the artist named hereafter Subscriber, who wishes to distribute and sell his music songs and videos

This legal agreement sets the terms and conditions that governs the Subscriber use of Vibe Trigger.

2. Non-Exclusivity

The Subscriber authorizes the Provider to sell his/her music with no exclusivity on Vibetrigger through the Subscriber personal web space.

3. File Format

The Subscriber acknowledges and accepts that his music song will be sold to consumer through the MP3 format. Given that music file format are constantly evolving, the Provider reserves the right to sell the music songs in a different format not mentioned in the present agreement; the goal is to satisfy the customer and market expectation on technological evolutions.

4. Distribution and diffusion

The Subscriber acknowledges and accepts that his work can be sold entirely as an album or it can also be sold on a song by song basis. A sample of each song will be available for listening on the Provider Platform.

For song protected though SACEM or other Right Management institution, each sample will be limited to 45 seconds and will not represent more than 20% of the song length, as required by the current SACEM policy.

5. Price

The Subscriber defines for each song or album the selling price to the consumer.

The Subscriber accepts that the Provider might reduce the selling price on a limited period during special events or rebates. In the case, the Provider will notify the Subscriber through his email address at least 7 days prior the price change.

The subscriber acknowledges and accepts the price of his songs or albums maybe slightly reduced if the song or album is paid through a prepaid account.

All prices are displayed in Euros with VAT included.

6. Contract length and Termination

6.1 Contract Length

This initial duration of this is set for 12 months, renewed automatically for a 3 year period, if no notification is sent to the Provider via regular Mail with proof of delivery confirmation 3 months before the expiration date.

6.2 Contract Termination

The contact can be terminated by any of the two parties, in case of violation of this contract terms. In this hypothesis, the contract will be terminated 30 days after the date of submission of a regular mail with proof of delivery, to notify the cancellation of this contract.

In case of contract termination that will not be submitted by the Provider, the Provider will perceive immediately a compensation corresponding to fifty five percent (55 %) of the revenue generated by the Subscriber during the last twelve (12) months preceding the contract termination. This allowance is not to replace the revenue loss due to this contract termination according to the French Commerce law (article L 134-12 and L 442-6).

6.3 Effective date

This contract effective date starts at the validation date of this agreement and the creation of the Subscriber account.

7. Copyright Management

The Subscriber declares to have protected by any means his work placed on the Provider Platform.

When the work is protected through a right management institution (in France or other countries), the Subscriber needs to enter the reference of the institution when the account is created or during the profile update.

8. Subscriber Rights and Obligations

8.1 Subscriber rights

• The Subscriber retain ownership of the copyrights and all other rights in his songs and videos uploaded on the Provider Platform.
• The Subscriber may sell his work on any other media or music platform

8.2 Subscriber and/or Band Obligations

• The Subscriber consents to provide an electronic version of the work he wishes to distribute. This version is kept on the Provider Platform during the contract duration.
• The Subscriber agrees to communicate, according to terms mentioned previously, any update related to the right management institution
• The Subscriber hereby grant the Supplier, and by the act of uploading songs, images, and videos grant to us, a nonexclusive, worldwide, royalty-free license to:
  • reproduce, distribute, publicly perform, publicly display and digitally perform the uploaded material in whole or in part (including the right to create compilations which include your songs);
  • create and use samples of the uploaded material solely for the purpose of demonstrating or promoting the Subscriber or the Provider products or services;
  • use any trademarks, service marks or trade names incorporated in the uploaded material in connection with your material;
  • use his/her name or the band’s name, his image representation as well as material work for any type of advertisements, radio diffusion, press communication or Internet.
    This authorization remains valid at least 6 months after this contract termination by any of the two parties. The cancellation request of this authorization needs to be submitted simultaneously with or after the termination of this current contract. This cancellation will be effective utmost 6 months after receiving this cancellation request.
• The Subscriber guarantees that the work placed on the Provider Platform does not contain any text or message that could be qualified as racist, discriminatory,.. . The Subscriber will take responsibility for issues related to his work.

9. Provider Right and Obligations

9.1 Provider Rights

• The Provider may distribute the work and sell that work on the Platform
• The Provider may use the name and image representation of the Subscriber to distribute his work
• The Provider may stop distributing the work at any time when the material contains text or messages that could be qualified as racist, discriminatory, xenophobic, insulting, or anything that could be considered as such.

9.2 Provider Obligations

• The Provider have to pay royalties for song he has sold on his web site within the terms described earlier
• The Provider need to provide to the Subscriber tools to obtains sales entries
• The Provider is not accountable for any sale results, or to any advertisement results.
• The Provider uses other companies services (Internet Service Provider, Web Hoster, etc), thus he cannot be held accountable in case of service disruption from these businesses
• The Provider cannot be blamed if other parties distribute illegally the Subscriber’s work by any means after buying this work from the Provider Platform.
• The Provider cannot be held responsible for caused damaged by any situation he does not have control of.
• The Provider web site is considered as secured (customer login, payment provided by other partners); however, no website can be considered fully secured; the Provider cannot held as responsible for any intrusion, data collection, and any damages that could cause. The Provider commits to perform data backup regularly to ensure that the Subscriber sales information is available as well as the balance due.

10. Responsibilities

10.1 Subscriber duties

• Most of the communication from the Provider will sent via e-mail, the Subscriber commits to change his e-mail address on his profile if his former email address had changed or is no longer valid.
• The Subscriber is solely responsible for his credential privacy; he commits to not communicate his password to anyone, as it allows a full access to his profile.
• The Subscriber is solely accountable for any message sent, file transfer, updates, or any transaction performed through the use of his username and password on the Provider Platform.
• The Subscriber is accountable for his use of the tools available on the Provider Platform
• The Subscriber is responsible for any information he collects, requests, transfers on the internet and the use of the tools available on the Provider Platform, for which the Provider can at any time be held accountable for.
• Any confidential information provided by the Subscriber is done at his own risk; it is the Subscriber own duty to ensure that his data and/or software are virus safe and to ensure that he is protected against any virus contamination from the Internet

10.2 Provider Duties

Under this contract, it is agreed between the two parties that the Provider is subjected solely to an obligation of means

The Provider cannot be liable for any illegal use in the country where the music files or video have been downloaded

The Provider cannot be accountable for computer systems and Internet restrictions; specifically:

• Technical performances and delay to transfer, review data from the Provider Platform
• Non protected data transiting over the Internet, explicitly: data interception
• Protected/copyrighted data transiting over the Internet
• Occasional access restriction to the Platform to allow repairs, maintenance or the introduction of new facilities or services
• Technical difficulties, intermittent access problem for which the Provider does not have any control on; explicitly: power outage, network or telecommunication outage

The Subscriber agrees that the platform may be temporarily unavailable to repair, to maintain, or to introduce new services

The Provider cannot be accountable to any illicit use of the information available on the Provider Platform.

11. Compensation plan

The Subscriber acknowledges and accepts that his or her compensation will represent 75% of the net revenue if he/she decides to distribute his/her work on Vibetrigger.

Net revenue is calculated as follow: Public sales price - Miscellaneous fees (applied VAT rate at the date of the sales + related payment fees)

12. Payment

12.1 Payment to the Copyright Management Institution.

When the Subscriber provides a copyright management institution in his profile, the Provider reallocates percentage between the two parties (Subscriber and Copyright Institution) his compensation.

The Copyright Management institution will receive part of the compensation (defined in Section 11) if the Subscriber mandates it to receive his revenue.

12.2 Payment to the Subscriber

If a Copyright Management Institution has been named by the Subscriber in his profile, an amount corresponding to the difference between his/her compensation rate (as defined in section 11) and the amount due to the Copyright Management Institution will be paid to the Subscriber.

When no Copyright Management Institution is provided in the Subscriber profile, the compensation corresponding the compensation rate (as defined in section 11) will be paid directly to the Subscriber.

Amount due to the Subscriber may be reclaimed from the 10th day of each month if the Subscriber compensation balances reach a minimum of 30 euros(This amount may change at anytime at the discretion of the Provider); if that minimum amount is not reached at this day, the balance is reported to the next period. These amounts may be paid via:

• Check sent at the address populated in the Subscriber Profile
• Wire transfer (wire transfer fees may be applied)
• Paypal account

The Subscriber will need to communicate to the Provider his preferences to receive his compensation before the 10th day of each month.

It is the Subscriber duty to pay back any copyright revenue to his band as well as his producer.

The Provider cannot be accountable for any amount not paid by the Subscriber to the different parties entitled to the copyright revenue, or any other disputes among the Subscriber and other parties.

13. Evidence

The two parties agree that any electronic documents or requests transferred over the internet are to be considered as real and tangible documents; these documents will therefore be considered as evidences,

14. Revision

The Provider reserves the right to revise at any time the current agreement for updating any content. The Subscriber will need to ensure that he review this agreement.

15. Miscellaneous - Litigation

This agreement will be governed by French law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a Commerce court in Paris,

16. Agreement - Hypertext Link - Customer service

16.1 Agreement

The "Double-Click" constitutes an electronic signature that has the same value as a signed document between the two parties; as a result, the action on sending the registration form and by clicking “I agree” represent the Customer agreement to all statements within this user agreement.

Any download action performed on the Platform is equivalent to the act of reading and the act of accepting the present use agreements

Validating an order is equivalent to the act of reading and the act of accepting the present use agreements.

The customer has the possibility to print and save the present user agreements.

16.2 Hypertext Link

The provider may add on his platform hypertext link to document hosted outside of his Platform.

The customer is informed that external hypertext links to which he will access to do not belong the Provider; therefore, the provider cannot be held accountable for any content or information the customer will access to through these hyperlinks.

16.3 Customer Service

For all additional information, request, the Provide customer service may be reached via: http://www.vibetrigger.com/index.php/form/top/contact_us

User Agreement

1. Definition

This is a legal agreement related to the use of the a music/video selling contract between

• JIS Computing (hereafter named Provider), who offers a music download website www.VibeTrigger.com (hereafter named Platform)
And
• And the member (hereafter named Customer), who wishes to use materials available on the Platform.

This legal agreement sets the terms and conditions that governs the Customer use of Vibe Trigger.

2 Minimum requirements

Music download and the use of the Platform requires the Customer to use a recent computer (a minimum of 450 MHZ speed and a minimum 256 Mb of RAM recommended), with a sound card, and sufficient disk space to buy and download musical song from the Platform.

TThe Customer must have the following software installed:

• A recent browser (Firefox 1.x, for example) with JavaScript enabled in order to have the best benefit user experience.
• A Java plug-in (JRE) is required for Net surfers wishing to upload files to the Platform
• A flash plug-in must be installed in order to listen to music extracts
• An MP3 player (software or hardware) in order to read and listen to mp3 downloaded files.

3: Prices and Services

All prices are displayed in Euros (all taxes/VAT included). Any fees incurred to access to this website are at the Customer expense.

The Provider reserves the right to update our services and prices at any time. However, our services will be charged at the current price for the date and time of the order.

4: Order and Download

4.1 order

To create an order, the Customer must be registered or logged into the Platform.

An order is considered valid only after accepting our user agreement, when the cart is confirmed, and the cart total amount is fully paid via payment partners.

Any confirmed order is added to the Customer profile. The Customer can download his/her song ordered immediately or at the end of browsing.

Any order is identified with a unique order number that needs to be communicated during any correspondence related to this order.

4.2 Download

Any completed order is available in the section "My Music", then "My download". A product ordered and paid can be downloaded only once.

Any download is considered final during a given order; any further download will for the same product during the same order will not be allowed.

The Provider reserves the right to cancel or reject any order from a customer with whom payment litigation exists from a former order.

5: Payment methods and Payment Security

5.1 Payments methods

Payments can be performed via

• credit card (if available at the time and date of the order)
• Paypal (if available at the time and date of the order)
• Audiotel and SMS (if available at the time and date of the order)

The Customer acknowledges and accepts that payments via Audiotel and SMS may vary based on rate used and the phone number used. Therefore, the cost may be higher than the price displayed a given product.

The customer acknowledges and accepts that Audiotels and SMS payments are used only for small amounts (currently less than 3 euros)

5.2 Payments security

All the payments by Credit Card completed on the Platform are handled by out payment partners though SSL technologies. No credit card number will be stored in our files.

6: Order cancellation

According to the French law (article L 121-20-2 from the Commerce Law, revision # n°2001-741 of August 23, 2001), the legal period 7 days to cancel an order cannot be applied to the present user agreement.

Any purchase of music albums and songs are final. Consequently, they cannot be subjected to any reimbursement, replacement, or order cancellation.

7: Termination

The Provider reserves the right to terminate this contract without notice and no penalty allowance at the customer benefits in the following situations:

• Violation of the current user agreement
• Behavior performing against the Provider interest
• violation of any copyright rules or Intellectual Property linked to the Provider and or any product and services available on the Platform
• Unpaid balances.

8: Responsibilities

8.1 Customer responsibilities

• The customer is solely responsible for the confidentiality of his/her password; he/she consents to not provide to anyone his/her access credentials for the Platform.
• The Customer will be held accountable for any message sent, file transferred, updates, or any activities performed through the use of his/her username and password on the Provider Platform.
• The Customer is solely accountable for his/her use of the products and services available on the Provider Platform.
• The Customer is responsible for any information he collects, requests, transfers on the internet and the use of the tools available on the Provider Platform, for which the Provider can at any time be held accountable.
• Any confidential information provided by the Subscriber is done at his/her own risk; it is the Subscriber has the duty to ensure that his/her data and/or software are virus safe and to ensure that he is protected against any virus contamination from the Internet
• The Customer acknowledges that any music file downloaded from the Platform remains the author or artist property. As a result, the customer agrees to use downloaded music files from the Platform exclusively for a personal use; moreover, sharing or donating downloaded files from the Platform is strictly prohibited.
Nevertheless, in the case of a donation the Customer acknowledges that any copy of the donated file will be kept in his/her possession.

8.2 Provider responsibilities

Under this contract, the two parties agreed that the Provider is subjected solely to an obligation of means.

• The Provider cannot be held liable for any illegal use in the country where the music files or video have been downloaded
• The Provider cannot be liable for any illegal use in the country where the music files or video have been downloaded The Provider cannot be accountable for computer systems and Internet restrictions, specifically:
  • Technical performances and delay to transfer, review data from the Provider Platform
  • Non protected data transiting over the Internet, explicitly: data interception
  • Protected/copyrighted data transiting over the Internet
  • Occasional access restriction to the Platform to allow repairs, maintenance or the introduction of new facilities or services
  • Technical difficulties, intermittent access problem for which the Provider does not have any control on; explicitly: power outage, network or telecommunication outage, etc.
  • The Subscriber agrees that the platform may be temporarily unavailable to repair, to maintain, or to introduce new services
• The Provider cannot be accountable to any illicit use of the information available on the Provider Platform

In any cases, the Provider's accountability is limited to product price ordered by the customer, if he could not download the music file in its entirety, available on the Platform based on the customer capability of proving that inability.

9: Personal data protection and Data security

The Provider will be able to collect customer personal information; additionally the Provider may request at any time additional personal information.

The provider declares that the Platform is registered through the CNIL Services with the registration number 1247993, according to the legal disposition on the law published on January 6, 1978.

The Provider assures that he disposes of all legal and administrative authorizations for the Platform exploitation and its products and services.

The provider states that all data collected from the Customer may be subjected to automatic processing.

The Provider is commited to respecting the Customer's privacy and personal data.

Any information communicated by the Customer, is used only to improve customer satisfaction by proposing personalized communication, products and services associated with the Platform. This information may be also shared with other third party in cases where the customer has specifically requested it during registration or during the customer's records update.

According to the French law published on January 6, 1978 related to personal data processing, the customer has the right to access, to update, to rectify and to remove his/her records. Thus, the customer has the right to request and to receive any information related to his/her records.

The Customer will need to send any requests through the Platform: Legal Info -> Contact us. Alternatively he may also send a written letter to: JIS Computing – Tour Europa 132 – 94532 Thiais Cedex - France

The customer can also update personal records after his/her logging process; then he needs to visit the following section: My Info -> My personal Records

10: Intellectual property – Copyright

The customer may claim only a use right on any material or information made available by the Provider within the current agreement. Therefore, the customer may not pretend to any copyright linked to any document to

Any musical song, text, comments, pictures, and images displayed or used on the Platform are strictly subjected to copyright rules; these materials are also subjected to their owner’s intellectual property worldwide. Consequently, according to the intellectual property rules, solely a personal use (free of charge) is allowed, otherwise the Customer may liable in court.

Any partial copy or complete copy of the Platform and its content for other use than the used described in the current user agreement is strictly prohibited. Any file resale, trade, rental, and transfer to others are strictly prohibited.

Downloaded Mp3 music files are provided with no Digital Right Management (DRM); the absence of digital protection does not give the customer any right on the downloaded files. Music creators or authors keep their entire rights on music files downloaded by the customer.

The customer can only make a personal (free of charge) use of the downloaded files. This right is limited to information provided when selecting the musical files. Any other use not mentioned in the present agreement is strictly prohibited and any use other than personal use may expose the customer to lawsuit.

If the musical songs would contain any identification tags or techniques to restrict the use, the customer commit to no alter these tags or techniques, nor to remove them.

The customer agrees to not alter the software necessary to the use of the services provided in the Platform; the customer agrees to not violate any of the stipulated conditions in the present user agreement; he agrees to not prevent or delete any information related to the right of the products available on the platform; additionally, he agrees not to encourage any third party to perform the statements mentioned previously

11: Evidence

The two parties agree that any electronic documents or requests transferred over the internet are to be considered as real and tangible documents; therefore, these documents will be considered as evidence.

12: Revision

The Provider reserves the right to revise at any time the current agreement to update its content related to the products and services provided. The Subscriber needs to ensure that he reviews this agreement before any new purchase.

Additionally, the Provider reserves the right update any content of the current agreement. In this case, the most recent user agreement will be the one to consider at the time of any purchase.

13: Miscellaneous - Litigation

This agreement will be governed by French law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought in a Commerce court in Paris,

14: Agreement - Hypertext Link – Customer service

14.1 Agreement

The “Double-Click” constitutes an electronic signature that has the same value as a signed document between the two parties; as a result, the action on sending the registration form and by clicking “I agree” represent the Customer agreement to all statements within this user agreement.

Any download action performed on the Platform is equivalent to the act of reading and the act of accepting the present use agreements

Validating an order is equivalent to the act of reading and the act of accepting the present use agreements. The customer has the possibility to print and save the present user agreements.

14.2 Hypertext Link

The provider may add on our platform hypertext link to document hosted outside of our Platform.

The customer is informed that external hypertext links to which he will access to do not belong the Provider; therefore, the provider cannot be held accountable for any content or information the customer will access to through these hyperlinks.

14.3 Customer Service

For all additional information, request, the Provide customer service may be reached via: http://www.vibetrigger.com/index.php/form/top/contact_us