If a term is capitalized without being given a definition herein, it has the meaning set forth in the general Terms of Services.
By using or accessing the Network, you agree to all the terms and conditions stated in this Agreement. If, at any time, you do not or cannot agree to the terms of this Agreement, you must stop accessing or using the Network.
The Network provides an online platform that helps connect and support users of our Services who wish to obtain (“Buyer”) various types of music-related products and services from other Users (“Pro”) on a project basis (a “Job”), including for example performing, composing, recording, editing, mixing, and production services (an “Assignment”).
A Buyer may create a Job on the Network by following the directions on the site. Once the Job is created, the Buyer and Pros may exchange with each other on the Network to discuss any aspects of the Job and execute the Assignment.
If a Job is accepted by the Pro, then it becomes a “Deal”. Each Deal is governed by this Agreement. You understand that we are not a party to a Deal between the Buyer and the Pro. You agree that we have no liability to a Buyer or a Pro in connection with a Deal.
Once a Job is created on the Network, both the Buyer and the Pro are strictly prohibited from negotiating, agreeing or executing a transaction between them outside of the Network that is related to the Job.
Both Buyers and Pros must:
In addition to the previous rules, as a Buyer you have a few specific rules to comply with:
In addition to the previous rules, as a Pro you have a few specific rules to comply with:
Unless otherwise agreed in writing by both the Buyer and the Pro, all ownership and intellectual property rights in the Assignments will be transferred and assigned to the Buyer upon final payment to the Pro. The Pro cannot use the Assignment for the Pro's own purposes or sell or license the Assignment to any other person. However, the Pro is authorized to use the Assignments to feature and promote the work done by the Pro, on the Network only and as permitted by the Network’s platform.
If a Job is cancelled by the Pro, we will reimburse the Buyer.
If the Buyer cancels a Job before the Pro starts the Job, then we will reimburse the Buyer. We will consider that the Job has started once the Pro has uploaded a file to the Job.
Once a Deal is made, Buyer must pay through the Network the value agreed for the Deal (all amounts charged in United States Dollars). We will keep the funds until the Assignment is received and accepted by the Buyer. We will then release the funds to the Pro. If the Buyer has received but not accepted the Assignment within 90 days of the date we received payment, we have the right to release the funds to the Pro. If the Assignment has not been received by the Buyer within 90 days, we will cancel the Job and reimburse the Buyer.
We will deduct from the payments to be made to the Pro the payment processing fees incurred in the process of charging the Buyer and transferring the money to the Pro.
All payments made to Pros are made in the currency of the connected bank account. A currency conversion fee set by the payment provider is applied to transfers where the charge currency does not match the connected accounts settlement currency.
The Buyer and the Pro are responsible together for determining if any taxes, including sales taxes on goods and services and value added taxes, are due to competent authorities for a Deal, and for remitting them such taxes. If competent authorities claim unpaid taxes to LANDR on a Deal, we will have the right to require that the entire amount be paid (or if we pay it to be reimbursed) by either the Buyer or the Pro, or both, at our discretion.
We may hold any payment due to you if we believe, at our sole discretion, that there might be a risk associated with you, your account, your credit card, or any of your Deals, Jobs or Assignments. In this case, we will inform you of how to resolve this issue.
We may also hold any payment to you if you’re involved in a Dispute (see Disputes section below).
You understand and accept that we will pay no interest on any amount that we retain or that could be owed to you, even if we might receive interest or earnings on such amount.
You also understand and accept that we are not an escrow service and we have no fiduciary duty to you.
Beside the fee paid to the Pro, there is no fee for the Buyer for the use of the Network.
Only the Pro pays fees for the services provided by LANDR on the Network. As further explained below, the Pro will pay commissions on transactions made with a Buyer that the Pro met on the Network. A Pro may also invite its previous clients, met outside of the Network, to join the Network to work together, including making Deals; no Commissions will be payable by the Pro for Deals made with such Buyer (a “Legacy Buyer”), provided that the Pro has declared to the Network the identity of the Legacy Buyer before making the Deal.
In exchange for the services provided by LANDR on the Network, the Pro will pay the following commissions (the “Commissions”) to LANDR:
For the avoidance of doubt, the New client fee and the Repeat client fee are calculated on the transaction amount (i.e. without deducting the payment processing fees and currency conversion fees).
To illustrate how the commissions are calculated, if in the first Deal between a Pro and a Buyer, the Pro charges $200, then the commission fee charged by LANDR to the Pro would be 20% or $40. If afterward the same Buyer makes another Deal with the same Pro for a value of $100, then the commission fee charged by LANDR to the Pro would be 10% or $10.
We reserve the right to modify our fees at any time upon notice to the Pros. However, we intend to maintain any repeat client fee at level equal or lower than any new client fee.
The Commissions are our only revenues from the Network; we do not charge the Buyer or Pro any other fees for providing the Network.
It’s possible that a dispute (“Dispute”) arises between a Buyer and a Pro in connection with a Job.
You should first try to resolve any problem together. If you have a Dispute, contact the other party in writing and explain as clearly as possible what the problem is and what solution you are looking for. If you are contacted for a Dispute, you should take the time to understand what the other is expressing, then reply promptly with your acceptance, explanations or alternative solutions. Please remain courteous in your communications. If you cannot find a satisfactory solution within 15 days of the first Dispute communication, then you may ask us for assistance by contacting our Support Team.
To file a Dispute with us, the Assignment must not have been accepted by the Buyer. If the Assignment has been accepted, we will consider the Job completed and will not get involved, unless in very exceptional circumstances such as fraud.
If the Dispute concerns an Assignment made by a Featured Pro that has not been accepted yet, we will review the information available and determine the outcome of the Dispute.
If the Disputes concerns an Assignment made by a Pro other than a Featured Pro, we will, at our sole discretion, decide if we get involved or not and if we determine or not the outcome of the Dispute.
Any decision that we decide to make, at our sole discretion, is final. Both the Buyer and the Pro agree to be bound by our decision on any Dispute, and agree that we will have no liability to either the Buyer of the Pro for our decision, our involvement or our non-involvement, or any other reason in connection with a Dispute.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, LANDR MAKES NO WARRANTY OR REPRESENTATION REGARDING THE MARKETPLACE, THE PROJECTS AND THE ASSIGNMENTS, INCLUDING THAT THE MARKETPLACE, PROJECTS AND ASSIGNMENTS WILL MEET YOUR REQUIREMENTS OR WILL WORK IN COMBINATION WITH ANY HARDWARE, SOFTWARE, CONTENT OR DATA PROVIDED BY THIRD PARTIES, THAT THE MARKETPLACE, PROJECTS AND ASSIGNMENTS WILL BE UNINTERRUPTED, WITHOUT PROBLEMS OR ERROR FREE, OR THAT ALL ERRORS IN THE MARKETPLACE, PROJECTS AND ASSIGNMENTS WILL BE CORRECTED. LANDR PROVIDES THE MARKETPLACE, PROJECTS AND ASSIGNMENTS “AS IS” AND “AS AVAILABLE”.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, LANDR’S WARRANTIES AND REMEDIES (IF ANY) EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL LANDR, ITS AFFILIATES, ITS OFFICERS, ITS DIRECTORS, ITS EMPLOYEES, ITS AGENTS, ITS SUPPLIERS, ITS LICENSORS AND ITS LICENSEES HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, DELICT OR TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, FOR DIRECT, IN THE CASE OF THE SAMPLES AND SAMPLES SERVICE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR (DIRECT OR INDIRECT) LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE MARKETPLACE, WHETHER FORESEEABLE OR NOT, AND EVEN IF LANDR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT LANDR IS FOUND LIABLE TO PAY YOU ANY DAMAGES, LANDR’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED US$100. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED EVEN IF ANY REMEDY PROVIDED HEREIN SHALL FAIL ITS ESSENTIAL PURPOSE.
Buyer and Pro agree that LANDR is not part of the Deal Agreement but is a third-party beneficiary. Buyer and Pro hereby release, and will defend, indemnify, and hold harmless, LANDR from any and all claims, suits, actions, costs, expenses, damages, losses, and liabilities related to either party's breach of the Deal Agreement.
We may revise this Agreement from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on our website). You agree to review the terms of this Agreement from time to time and, in any case, each time we will notify you of changes thereto and by continuing to use or access the Marketplace after the revisions come into effect, you will agree to be bound by the revised terms of this Agreement.
We cannot give you legal advice. You should consult with your legal advisor if you have any question or concern regarding this Agreement, a Deal, your rights or your obligations.
This Agreement shall be governed by and construed by the laws applicable in the Province of Quebec, Canada. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Quebec.
This Agreement is the entire and exclusive agreement between LANDR and you regarding the Marketplace, and this Agreement supersedes and replaces any prior agreements between LANDR and you regarding the Marketplace.
You shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of LANDR, which consent is within LANDR’s sole discretion. No assignment or delegation by you shall relieve or release you from any of your obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the Parties and their respective successors and assigns. LANDR shall be allowed to assign this Agreement to any third party without requiring your consent, in which case LANDR will only be released from all its obligations towards you hereunder if the assignee agrees in writing to assume and be bound by such obligations.
Nothing in this Agreement shall constitute a partnership or joint venture between you and LANDR.
If a particular provision of this Agreement is held to be invalid within a given jurisdiction by a court of competent jurisdiction, the provision shall be deemed severed from this Agreement for that jurisdiction and shall not affect the validity of this Agreement as a whole.
The Parties have expressly requested that this Agreement be drawn up in English and that all modifications thereof can be made in this language.