- Intercept Music

Intercept Music, Inc. End User License Agreement

This Agreement governs the terms and conditions under which you (either an individual or entity) may use the Intercept Music, Inc. ("Intercept Music") proprietary software application Intercept Music (the "Software").

PLEASE READ CAREFULLY.

THIS "INTERCEPT MUSIC END USER AGREEMENT" ("AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN EACH USER (INCLUDING ANY SUBSCRIBER, FREE TRIAL USER, OR PURCHASER OF ANY INTERCEPT MUSIC SERVICE REQUIRING PAYMENT OF A FEE) ("YOU" AND "YOUR") AND INTERCEPT MUSIC INC ("INTERCEPT MUSIC," "WE," "US," OR "OUR"). BY USING THE SITE AND SERVICES, WHETHER ON A PERMANENT OR TRIAL BASIS, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT AND THE “INTERCEPT MUSIC, INC. TERMS AND CONDITIONS FOR WEBSITES AND SERVICES USE AGREEMENT” (THE "TERMS AND CONDITIONS AGREEMENT"), THAT YOU UNDERSTAND BOTH AGREEMENTS, THAT YOU CONSENT TO BE BOUND BY ALL OF THEIR TERMS AND CONDITIONS, AND, THAT YOU ARE OVER THE AGE OF EIGHTEEN. TOGETHER, THE AGREEMENTS SET FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THE INTERCEPT MUSIC SERVICE(S) THAT YOU HAVE SELECTED. THIS AGREEMENT IS FULLY INTEGRATED WITH AND INCORPORATED INTO THE TERMS AND CONDITIONS AGREEMENT. ANY CAPITALIZED TERMS USED BUT NOT FURTHER DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE TERMS AND CONDITIONS AGREEMENT.

ENROLLMENT WITH INTERCEPT MUSIC
Any information that you supply to us will be governed by the terms and conditions of Intercept Music's Privacy Policy, as it may be updated from time to time by us.

We may offer a number of services, as described in further detail on the Sites, which are based upon the Software. Currently, services include Intercept DISTRO, Intercept BOOST, Intercept PLUS, and Intercept FLEX though the names and specific offerings may be modified, removed or added from time to time. Each service offering is referenced hereafter as a “Service”.

By subscribing to or accessing any Service, you are representing to us that you are authorized to use the credit card you submit for payment. If you are a parent or guardian paying on behalf of a minor or other person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, any charges associated with that person's use of any of the Services, and that person's compliance with this Agreement. You agree to take such steps as are appropriate to ensure such compliance and will indemnify and hold Intercept Music and its affiliates and distribution and syndication partners harmless from any breach of this Agreement.
TERM, FEES AND PAYMENTS
Applicable fees for Services may include a periodic (e.g., monthly, quarterly or annual) subscription fee based on the particular Service requested, transaction fees, taxes, and additional fees for the purchases.
1. Initial Subscription Payment
  By registering with Intercept Music for use of its service(s), you agree that you will pay the applicable fees for the Service that you select upon registration. We will charge your credit card, on your Activation Date, the applicable fees indicated at the time you registered for the subscription. Your applicable fees will automatically be charged to the credit card you designated as the credit card to be billed for your account.
2. Automatic Subscription Renewal
  Unless you notify us of your decision to terminate your subscription, your subscription will automatically renew at the end of each subscription term. Your renewed subscription will have the same duration as the subscription being renewed (e.g. one month, one quarter, etc.). At the time of renewal, your credit card will be charged our then-current fees for the applicable subscription, provided that if the fee for your renewal Service has increased, we will notify you at your designated email address at least fourteen (14) days prior to renewal so that you have an opportunity to elect not to renew.
3. Your Billing Date
  Your credit card will be charged for the renewal term of your Service on your billing date ("Billing Date"), based on the type of subscription (e.g., on a particular date each month for a monthly subscription; on the three-month date for a quarterly subscription; on the anniversary for an annual subscription, etc.). If, however, your Activation Date is on the 29th, 30th or 31st day of a month, and your Billing Date does not exist in a particular month because there are fewer than thirty-one (31) days in the month payment is due, your Billing Date for that particular renewal will be on the last day of the month in which your Billing Date would otherwise be.
4. Early Termination
  Some subscriptions are provided and priced based on your commitment to subscribe for a minimum period of time, e.g. twelve months. Such minimum commitment is based on your Billing Date, rather than the first or last day of a calendar month. You acknowledge that, in the event of early termination by you, we may incur costs and/or diminution in the value of the agreement that may be difficult to measure. Therefore, in the event of early termination for any reason (including voluntary termination by you or credit card expiration), the early termination fee stated at the time of registration may be charged to you as Intercept Music's liquidated damages resulting from your early termination.
5. Subscription Upgrades
  If you would like to change the Service(s) to which you subscribe after the minimum term, whether to upgrade to your original Service tier after the change described above, or to make any other change, you may change or upgrade your Service at any time by selecting "Manage My Account" from the "My Account" menu in the Intercept Music Application, and then clicking "Edit" next to "Subscription Status" in your Account Summary. However, you may be required to contact Customer Service by telephone for certain changes. If you change the Service(s) to which you subscribe during the term of your subscription, you will be issued a pro-rated refund for the remainder of the term of your original subscription, which will be applied to your new subscription Service. Your credit card will be charged only the difference between the pro-rated refund and the full amount of the new subscription Service, which shall be activated on the date of the change.
6. No Warranties
  WITHOUT LIMITING ANY PROVISION HEREIN, INTERCEPT MUSIC MAKES NO WARRANTY THAT ANY PARTICULAR HARDWARE WILL BE COMPATIBLE WITH INTERCEPT MUSIC SITES, SERVICES OR SOFTWARE. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT INTERCEPT MUSIC SITES AND SOFTWARE WILL FUNCTION CORRECTLY WITH YOUR HARDWARE AND SOFTWARE.
7. No Refunds
  All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.
8. Methods of Payment and Credit Card Terms
  All payments must be made by VISA, MasterCard, American Express or Discover Card. We do not accept cash, checks or any other payment form. AS BETWEEN YOU AND INTERCEPT MUSIC, YOU, AND NOT INTERCEPT MUSIC, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR SERVICES BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHO HAD ACCESS TO YOUR CREDIT CARD OR CREDIT CARD NUMBER, WHETHER OR NOT SUCH AMOUNTS WERE AUTHORIZED BY YOU. You agree to pay all fees and charges incurred in connection with your subscription and its password (including any applicable taxes) at the rates in effect when the charges were incurred. If Intercept Music does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Intercept Music without offset or further demand.
9. Unauthorized Charges
  Unless you notify Intercept Music of any discrepancies or unauthorized charges within sixty (60) days after they first appear on your credit card statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release Intercept Music from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to Intercept Music within sixty (60) days of its first appearance on an invoice or credit card statement.
10. Late Payments
  Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription to the applicable Service(s). After the 30-day period has expired, all data and music for terminated accounts may be deleted at any time.
11. Taxes
  The price for service excludes all taxes unless stated otherwise. We collect taxes at the rate in effect at the time your transaction is completed. If the tax rate changes before the transaction is completed, the new tax rate in effect will apply. We cannot accept exemption certificates for purchases made online. Contact customer service if this transaction is exempt from tax.
12. Transaction Fees
  Intercept Music may impose an additional transaction fee based on transactions associated with Services, including a transaction fee applied to your periodic subscription fee. Such transaction fee will be disclosed to you prior to your agreement to the relevant transaction, such as through the order path for a subscription Service, by email notification concerning your Services and applicable fees, through the order path, or in a similar, explicit manner.
13. Credit Card Authorization
  If you request access for which a fee is charged based on each individual, Intercept Music may seek authorization of your credit card to validate your ability to charge the fees to access the applicable Services prior to the first purchase. The authorization amount is typically $20 but may vary based on the relevant Services. It is standard for online music. This authorization is not a charge. However, this authorization may temporarily reduce your available credit by the authorization amount until your bank's next processing cycle.
14. Modifications to Fees or Billing Terms
  INTERCEPT MUSIC RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES, OR SERVICES PROVIDED BY INTERCEPT MUSIC, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your subscription by contacting customer service through interceptmusic.com. Your continued use of the Service(s) following the effective date of a change to fees or billing methods shall constitute your acceptance of such change. YOUR ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU GIVE CONSENT TO INTERCEPT MUSIC TO EMAIL YOU WITH NOTICES CONCERNING A MATERIAL CHANGE IN THE TERMS OF THIS AGREEMENT, THE APPLICATION OR SERVICE(S) TO WHICH YOU HAVE SUBSCRIBED.
TERMINATION
1. Termination by You
  To cancel your subscription to any of the Services after the Minimum Term, please either log into your Intercept Music account and navigate your account as needed to cancel your Service(s) or email support@interceptmusic.com. Once you have terminated your subscription, we will stop billing your credit card. However, please note that there may be an early termination fee, as described in Section 2(d) above, based on your subscription. All fees paid and charges made prior to termination as provided herein are nonrefundable, including any advance charge or payment for the subscription term during which you terminate your subscription. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.
2. Termination by Us
  You agree that Intercept Music, in its sole discretion, with or without prior notice, may freeze or terminate your user name, password or use of the Application and/or Service(s) (or any part thereof) for any reason, including, without limitation, if Intercept Music believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms and Conditions Agreement. Intercept Music may also in its sole discretion and at any time modify or discontinue providing Services, or any part thereof, with or without notice.
  
  Further, you agree that Intercept Music shall not be liable to you or any third-party for any interference with or termination of your access to the Application and/or any Service.
  
  Your account may also be terminated for non-use, expiration or inability to contact you.
3. Results of Termination
  If your account is terminated for any reason and by either party, your music will be taken down within 15 days, your store will be closed (if applicable), any pending marketing services will be suspended, and any royalties and commissions due you will be paid within 90 days of cancellation by whatever payment method you have on file, provided however that the balance due you is a minimum of $10.00. Credits of $10 or less, or credits with no valid payment method on file, shall be deemed forfeited if not claimed or requested in writing within sixty (60) days of notice of termination.
CUSTOMER SERVICE
You understand and agree that Intercept Music is solely responsible for all customer service, help, billing and account issues related to your subscription. Neither your ISP nor any third-party website through which you may have accessed any Service is responsible for customer service, help, billing and account issues related to your subscription. You agree not to direct any questions, requests for assistance, or inquiries about any Service to your ISP or to any third-party website through which you may have accessed any Service. For assistance, please contact our Customer Service department.
YOUR ACCOUNT INFORMATION
1. True and Complete
  You agree to provide and maintain true, accurate, current and complete information about yourself and your billing information as prompted by the subscription process (such information being the "Account" section).
2. Updating Your Account Information
  You may update any of your Account Information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated card by selecting "Billing Information" from the "Account" menu page.
3. Our Use of Account Information
  We shall treat all of your Account Information with the utmost respect for its confidential nature, and in accordance with this document and our Privacy Policy which is expressly incorporated herein by reference.
4. Stolen Account Information Your Responsibility
  You are solely and entirely responsible for maintaining the confidentiality of your password, and for any and all activities that occur under your account. If you believe someone has accessed any Service using your username and password without your authorization, it is your responsibility to set up a new password by navigating to the Account->Profile tab and selecting the appropriate link.
ROYALTIES DUE TO YOU
Intercept Music shall be entitled to receive and collect any and all consideration generated from your use of Intercept Music’s Sites, Services, Software or any combination thereof.
1. "Net Profits" are any and all revenue, income, amounts and other consideration received by Intercept Music as a result of your use of Intercept Music's Sites, Services or Software, from any third-party entity, including, without limitation, Ingrooves, or any other such agent which may be used by Intercept Music, less:
  1. cost of merchandise, if any;
  2. shipping, if any;
  3. commission, if any;
  4. any other cost, fee, adjustment or offset which is owed to Intercept Music, or which in Intercept Music’s sole reasonable discretion, was or is required to provide, maintain, purchase or deliver a product or service to you.
2. Net Profits will be paid to you using the payment method you select as provided in your Intercept Music account, on Intercept Music's regularly scheduled distribution dates, less any advances or other permitted adjustments. If you elect to assign any share of your Net Profits to a third party, you agree that Intercept Music is only obligated to make payments on your behalf to such third party upon:
  1. Intercept Music's receipt of a direction letter, satisfactory in form, in Intercept Music's sole discretion, which is executed by both you and that third party, or;
  2. If you are associated with an Intercept Label, you have granted that label the right to direct your Net Profits
3. You agree that any approved third party whom you have agreed to pay through Intercept Music, a share of your Net Profits, may either:
  1. access your Intercept Music account(s) only to the extent and for the limited purposes of insuring the accuracy of the percentage of Net Profits payable to such third party and the payment of the correct share of Net Profits to the appropriate parties; or
  2. if you have granted your Intercept Label the right to access your account for any purpose.
4. You authorize Intercept Music to offset any amount which is delinquent and overdue in any Music Intercept account(s) you have opened, from money collected by Intercept Music pursuant to any Service(s) to which you have subscribed.
5. In the event of copyright claims against your music, you agree that royalties subject to any copyright claim that remain unresolved longer than 90 days shall be deemed forfeited.
6. You agree that fraudulently representing to Intercept Music either the identity of the Artist or the authenticity or originality of their music constitutes damage to Intercept Music and it’s reputation to it’s partners and vendors. As a result you agree to forfeit all royalties related to fraudulent activities as partial payment for these damages.
INTELLECTUAL PROPERTY RIGHTS
Only you may access the Sites, Services or Software using your username and password. The Services available are the property of Intercept Music or its licensors and are protected by copyright and other intellectual property laws. You agree not to share your password with any third party. You further agree to indemnify and hold harmless Intercept Music for your failure to comply with this section.

Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Services or their contents. Intercept Music and its licensors reserve all rights not expressly granted hereunder. You shall promptly notify Intercept Music in writing upon your discovery of any unauthorized use or infringement of the Services (or their contents) or any patent, copyright, trade secret, trademarks or other intellectual property rights of Intercept Music or its licensors. The Services contain proprietary information that is protected by copyright laws and international treaty provisions.

Intercept Music expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) and reserves the right to terminate your service immediately for your failure to comply with any such local, state or federal law.
TECHNOLOGY LIMITATIONS AND MODIFICATIONS TO SERVICE
Intercept Music will make reasonable efforts to keep your account and the Service(s) operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. We will make reasonable efforts to notify you in advance of any downtime that we anticipate in advance will exceed one hour.

Intercept Music also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Service(s), with or without notice. Intercept Music shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, malfunction, suspension, discontinuance of or interruption to or of any of the Service(s).
DISCLAIMER OF WARRANTY
The Disclaimer of Warranties described in the Terms and Conditions Agreement is incorporated herein by reference.
LIMITATION OF LIABILITY
The Limitation of Liability described in the Terms and Conditions Agreement is incorporated herein by reference.
MODIFICATION OF END USER LICENSE AGREEMENT
Intercept Music may modify this Agreement at any time in its sole discretion. If we make a material change to this Agreement, a "change of terms" notice will be posted on our website. If any modification is unacceptable to you, you agree that your only recourse is to terminate your subscription to any of the Service(s) as provided herein. Your continued use of any Service following our posting of a change of terms notice, an email notice to you will constitute your binding acceptance of the change, until such time as you terminate your subscription.
INDEMNIFICATION
You agree to defend, indemnify and hold Intercept Music and its parents, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, officers, directors and employees, harmless from and against any claim or demand, including payment of reasonable attorneys' fees, made by any third party due to, or arising out of or related to your violation of this Agreement, or your violation of any law, regulation or third-party right. Intercept Music reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Intercept Music's defense of such claim.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by laws as described in the Terms and Conditions Agreement under the heading “Applicable Laws and Cooperation”. Dispute Resolution shall be handled as set forth in the Terms and Conditions Agreement under the heading “Dispute Resolution”.
ADDITIONAL PROVISIONS
From time to time you may request additional services. These services will be presented to you as addendums to this Agreement which you will need to acknowledge, and will be bound by the terms of this Agreement, as modified by the germane executed addendum(s).
GENERAL
No delay or failure to take action under this Agreement shall constitute any waiver by Intercept Music of any provision of this Agreement. Whenever herein the singular number is used, the same shall include the plural and vice versa, and the neuter gender includes the feminine and masculine genders.

If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. This Agreement, including all agreements expressly incorporated herein by reference, constitute the complete and exclusive agreement between Intercept Music and you with respect to the subject matter hereof and supersede all prior oral or written understandings, communications or agreements not specifically incorporated herein.

NOTE:
Intercept Music is a trademark of Intercept Music, Inc.

Intercept Music, Inc. FLEX Services Addendum

The following terms are incorporated into, and a part of, the Intercept End User License Agreement (EULA), and modify and may override the terms in the Intercept Music End User License Agreement:

For the purpose of this Addendum, the term LABEL refers to a company who has the contractual right to legally represent an ARTIST and their musical works.

TERM
Month-to-month
SERVICES
Intercept Music will deliver the following services to each ARTIST of each LABEL:
1. Distribution
  - Global Music distribution on all ARTIST new tracks
  - Collection and payment of ARTIST royalties from distribution
  - Submit ARTIST music to non-traditional streaming companies (like Music Choice, TikTok, SiriusXM)
2. Retail Store Services
  - Creation of a storefront with ARTIST brand
  - Design 3-5 pieces of custom merchandise using ARTIST existing artwork (logo, brand, cover art) for your brand
  - Design 5-7 pieces of custom merchandise using a combination of cover art, song titles, and lyrics each time ARTIST submits a new release for distribution
  - Automatic placement of profile and bio on storefront
  - Automatic placement of released music on storefront
  - Payment to Merch vendors
  - Collection and payment of any sales tax due for the 50 U.S. states and individual jurisdictions
  - Shipment of merchandise
  - Inventory of merchandise if applicable
  - Real-time retail store sales reporting on ARTIST and LABEL dashboards
3. Promotion
  - Social media promotion to Twitter, Instagram, Facebook and YouTube for each ARTIST music, concerts, merchandise, hobbies, charities, passions, and other artists ARTIST follow. Posts must be approved by ARTIST or LABEL
  - Placement of ARTIST music on our Intercept Spotify playlists if applicable
  - Recommendations for playlist placement in Spotify and iTunes through InGrooves if applicable
4. YouTube Monetization - optional
  - Creation of a traffic plan to grow channel to enable monetization
  - Direction of social promotion activities to YouTube channel
  - Monetization setup of ARTIST on YouTube channel through Google AdSense
5. Licensing – optional
  - Submission for cover music licensing if applicable
  - Submission for synch licensing if applicable
6. Reporting
  - Daily trend and monthly streaming and download reporting
  - Monthly earnings with complete detail of streaming sources and payment types
  - Weekly and monthly social media marketing reporting
  - Real-time reporting of retail store sales
OPTIONAL SERVICES
These services may be offered during the term of the contract, which may have additional charges, including but not limited to:
- Customized digital advertising through Google
- Advertising on social media platforms
- Playlist placement
- Electronic billboards
- Music reviews
- Press releases
- Physical merchandise placement in major music retailers

Last modified September, 13, 2022