To best understand these Projects Terms, please refer to the definitions below. If a term is defined, as indicated by a capital letter, and is not defined in this list or elsewhere in these Projects Terms, then this term is defined in the General Terms.
The General Terms contain the terms and conditions generally applicable to the Music Services, or for some functionalities within the Music Services, and include the Music Services Terms and Conditions and the Acceptable and Fair Use Policy (the "General Terms"). The specific terms are those that apply only to certain services (the “Specific Terms”).
For example, the Network Terms of Services apply specifically to your use of the Network, if you use the Network. These Projects Terms only apply to your use of the Projects Terms, if you accept them and decide to use our Projects Services.
The Specific Terms prevail over the General Terms in case of a conflict between their respective terms.
Parts or all of the Projects Services may be provided and indicated as Beta Services. This means that we're still working on it. There may be some bugs, and we may also ask for some feedback. You agree that we own all rights, titles, and interests in such feedback, and you assign to us or waive any moral rights, and where applicable, we accept this assignment, whichever is permitted under applicable laws.
For as long as you are using the Beta Services, you do not have to purchase a Subscription Plan, even if you are a guest collaborator unless we indicate otherwise.
You agree that the Beta Services are provided "as is" and "as available," which means that we disclaim any and all warranties and that we do not take responsibility for damages resulting from your use, except if we are required under the law. You agree and understand that the Beta Services are provided at your own risk. You don’t have to use the Beta Services, and if you use them, we make no warranty or representation to you. We don’t have any liability for your use of the Beta Services.
If you are accessing the Beta Services, you are accessing it for as long as we decide, regardless of any Subscription Plan, and we may end the Beta Services upon written notice.
We will provide you with notice before transiting the Beta Services as fully deployed Projects Services, and we may require that you purchase a Subscription Plan to continue using the Beta Services after the transition. We may provide the Projects Services under varying terms and conditions when you purchase a Subscription Plan compared to those currently in effect. You will have to accept the then-current Projects Terms to purchase a Subscription Plan.
To use the Projects Services, users must have accounts to access the Projects. A guest collaborator is a Collaborator who does not have a Subscription Plan. A guest collaborator will only be able to access the Projects to which the guest collaborator is invited. If you are a guest collaborator, these terms also apply to you for the duration of your use, except that you are not required to purchase a Subscription Plan to access the specific Project to which you have been invited.
Owners are responsible for choosing adequate settings for their Projects. In particular, you agree and understand that the links used to share access to the Collaboration Platform can be shared publicly. Owners are responsible for ensuring that accesses are only provided to intended Collaborators, including through the functionalities available in the Projects Services, such as
Owners may also archive Projects, along with any Shared Materials. Once a Project is archived, the other Collaborators will not have any access to the Projects and may not be able to retrieve their Shared Material.
Each Project allows you to access a log of the modifications and contributions of each Collaborator in the Project (the "Contribution Record"). The Contribution Record is available for all Collaborators and can be retrieved or consulted after a Project has been archived. The Contribution Record includes any information which is shared between the Collaborators, along with any comments. The Contribution Record is archived for as long as you have an account with us. We maintain this Contribution Record to help you with the attribution of the contributions, but we have no liability for the Contribution Record, and we will not participate in any dispute between Collaborators regarding the Contribution Record. You hereby waive any rights to assign us in such dispute except as not permitted under applicable laws.
You can cancel your Subscription Plan at any time, in which case we will not charge you for the next month, and your Subscription Plan will continue until the end of the month. If you subscribe during a month, you will pay only for the days left in the month in the proportion to the number of days in the month.
We can terminate or suspend the Projects Services in accordance with the Terms. We can also terminate at any time by providing you with a written notice of at least 30 days.
If we terminate these Projects Terms, you will have 30 days to extract the Shared Materials and Projects Outputs, after which, we will delete any Projects associated with your account, along with any of the Shared Materials and Projects Outputs.
The fees are non-reimbursable and non-cancelable unless we tell you otherwise. The Project Terms do not cover the payments of any royalties, fees, or charges to the Collaborators. The Music Services may contain functionalities that allow for such payments, such as under the Network Terms. We are not responsible for how you arrange payments with your Collaborators, and it is up to you to agree to any payments unless you are using Network.
If you decide to provide payments in any other way than through the Music Services, you understand that we have no liability whatsoever for such payments and that we will not be able to help you with any dispute, uncovered fees, overcharged amounts, fraud, or otherwise.
Please refer to the Pricing Terms for the payment terms that are applicable to Subscription Plans. The Pricing Terms are deemed part of and integrated into the Specific Terms for the Projects Services.
As between you and us, you own all rights, titles, and interest in the Shared Materials that you upload or otherwise share in a Project or otherwise through the Projects Services, except insofar as the Shared Materials include Integrated Materials which we license to you pursuant to the Terms, which are licensed to you.
As between you and us, the Owner owns all rights, title, and interest in the Projects Outputs. Collaborators may have copyrights and intellectual property rights in the Projects Outputs. The Owner is responsible for ensuring that Projects Outputs are reproduced, distributed, or otherwise used with appropriate consents and intellectual property rights, in accordance with the law and any agreements between the Collaborators.
You agree and understand that we have no liability whatsoever for (a) any Projects Outputs which violate the intellectual property rights of others and (b) the attribution of intellectual property rights in the Projects Outputs, including for any Losses (as defined below). The Collaborators are responsible for entering into appropriate agreements regarding their rights.
Except if the Collaborators agree otherwise in a written agreement, the Projects Outputs:
You are solely responsible for managing the functionalities available within the Collaboration Platform as required to protect your rights, titles, and interests in Projects, such as by limiting access to content that is considered Confidential Information, ensuring that all intellectual property notices are reproduced, and declaring to other participations any limitations on the use of any Shared Materials. We have no liability for your failure to take appropriate actions, and we cannot control or monitor the Shared Materials.
You agree and understand that these Projects Terms provide the Collaborators with standard terms and conditions governing the rules of engagement between the Collaborators over the ownership of Projects Outputs and Shared Materials. The Collaborators may enter into distinct agreements regarding their rights, titles, and interests into the Project Outcomes and Shared Materials (each a "Collaborator Agreement"). We will not be bound by any terms and conditions other than those contained herein unless such terms and conditions are approved by us in writing. A Collaborator Agreement may provide different arrangements regarding any intellectual property rights into the Project Outcomes and Shared Materials, and such terms will prevail over these Project Terms to the extent that LANDR, including its affiliates, employees, directors, officers, shareholders, and agents, will not have more liability than it would have under the Terms, and will not be bound by any obligation to which it has not agreed to in writing.
We have no liability whatsoever for matters internal to the organization of your Project, including for any legal matters. We do not provide you with any legal or financial advice, and you should consult a professional for any such advice. You are solely responsible for determining if the standard arrangement that we provide for the Collaborators herein is appropriate for your Project if a distinct Collaborator Agreement should be considered, and for any legal fees in relation to such Collaborator Agreement.
Royalties relating to the distribution of Recordings are paid to each Collaborator in the proportion to their share, as determined by the Owner of the Project using our Distribution Service (a “Royalty Split”). The Royalty Split only becomes active and effective once all Collaborators have an active account on the LANDR Platform. The Distribution Commissions are determined based on the Owner’s Distribution Plan. If Distribution Commissions are due for the distributed Collab Musical Recording, the Distribution Commissions are deducted from each Royalty payment in the same proportion as the Royalty Split. If no Distribution Commission is due based on the Owner’s Distribution Plan, then none of the Collaborators in the Royalty Split will pay Distribution Commissions. If a Collaborator no longer has an active account, then the Royalties that were assigned to this Collaborator will no longer be paid, until the Royalty Split is adjusted. The Royalties are not redistributed to other Collaborators unless the Owner adjusts the Royalty Split, in which case, we will make the next payments based on this newly adjusted Royalty Split.
You understand that Owners solely determine how the Royalty Split is done and can modify the Royalty Split at their discretion, including by removing a Collaborator from the Royalty Split. We have no liability whatsoever for Owners’ decisions regarding the Royalty Split. If you disagree with a Royalty Split, this dispute is between the Owner and you. Any changes to the Royalty Split will be for future payments of Royalties and will not be applied retroactively under any circumstances.
If your account is maintained on behalf of a group, company, partnership, or anything other than you alone, you are solely responsible for distributing Royalties to these stakeholders.
When using the Projects Services, you agree to the following rules:
Confidential information means information that belongs to a party, such as a Collaborator, LANDR, or the Subscriber (the "Disclosing Party") and which is disclosed to another party, such as a Collaborator, LANDR or the Subscriber (the "Receiving Party")., and which is related to the private affairs of the Disclosing Party, such as strategic, marketing, financial, personal or technical information, which is indicated as confidential, or which the Receiving Party should understand is confidential. For example, if a Collaborator provides you with access to a release plan for a Project Outcome which is marked as confidential, this release plan classifies as Confidential Information.
We ask that you do not disclose or use the Confidential Information received from a Disclosing Party under these Project Terms unless it is required to contribute to the Project, or you have a consent to do so. You may use and disclose Confidential Information if required to comply with applicable law, such as if you receive a valid court order to disclose the Confidential Information. If you receive such a legal request, please try to advise the concerned Collaborator before, if you are legally allowed to. This way, they may be able to squash the order if they want to. Once you do not need the Confidential Information anymore, or once it is not required anymore under applicable law, please securely delete this Confidential Information from all your systems.
This means that it is a material breach of these Terms to use the Confidential Information for other purposes, such as to compete with the Disclosing Party, to steal, copy, reverse engineer, transfer, share, reproduce, or otherwise misappropriate any Confidential Information.
You agree and understand that if you are in material breach of your obligations regarding Confidential Information, the Disclosing Party will have the right to initiate procedures for injunctive relief.
The Projects Services are intended to be used by professionals, as part of their trade. The Music Services are not intended for domestic use. You agree and understand that consumer protection law is not applicable to your use of the Music Services.
You are solely responsible for ensuring that you handle the personal information of others, including of Collaborators, in accordance with applicable laws, whenever these laws are applicable. If you are located in the European Union, you agree and understand that we are the data controller of any personal information which is processed through the Projects Services, and you are the data controller in relation to any subsequent uses other than in the Music Services.
You agree and understand that we don't control the Shared Materials which are uploaded in a Project and that we have no liability whatsoever for any damages resulting from the upload of such Shared Materials. We are not responsible for any damages or loss to the Shared Materials or to a Project resulting from the use of the Projects Services. You agree and understand that Owners may archive, delete and manage the Shared Materials on the Collaboration Platform and that we have no liability whatsoever for such actions.
We are not responsible for any disputes between the Collaborators, including on any copyright issues, and we are not responsible for arbitrating or mediating any disputes resulting from your use of the Projects Services, except as provided under the General Terms. It is your responsibility to ensure that the terms of engagement are clear and to enter into specific agreements if the intellectual property arrangement herein is invalid, in which case, we will respect this agreement.
The Collaborators may upload Shared Material on the Collaboration Platform. We do not control the Shared Materials, and we are not responsible for any Shared Materials, and for any damages resulting from the Shared Materials, including any security breach.
None of the exclusion of liabilities and disclaimers is applicable where the law specifically prohibits such exclusions. In the province of Quebec, such exclusions and disclaimers are not applicable to bodily harm, moral damages, and intentional faults to the extent that they are caused by our fault.
In addition to any other applicable indemnities under the Terms, you agree to defend, indemnify and hold us, and our affiliates, employees, directors, shareholders, and officers, harmless from any damages, claims, fines, penalties, expenses, and costs (including reasonable lawyers fees) (the "Losses") resulting from :
This indemnity will only apply to the extent that the Losses are attributable to your acts or omissions, or circumstances for which you are liable under the law or these Terms. We may request to conduct our own defense, in which case, you agree to pay for such defense and the Losses as set forth herein.
We may modify the Project Terms to cover new functionalities, new legislative requirements, or as required. When we do so, we will provide you with prior notice in writing. If you continue to use the Projects Services after this notice, or if you decide to renew the Subscription Plan through a subsequent payment, the modifications will be applicable to you. If you don't agree with the modifications to the Project Terms, you may terminate your use of the Project Terms, and we will not charge you for subsequent payments, where applicable.
Except as expressly provided herein, you cannot assign or transfer any of your rights or obligations under these Project Terms, except if we consent in writing, and we may withhold this consent at our reasonable discretion. We may assign these Project Terms with or without notice to you. Any authorized assignee and successor is bound by the Project Terms, and any attempt to assign or transfer part or part of these Project Terms without rights is null and void.
The Project Terms, along with the Terms and any Order Form, each of which is incorporated herein by reference, constitute the entire agreement between the parties relating to the subject matter hereof and supersedes any prior agreement or understandings between them. There are no other agreements, representations, warranties, promises, covenants, commitments, or undertakings by either party other than those expressly set forth in the Terms.
The Parties have expressly requested that these Project Terms and the related documents be drawn up in English and that all modifications thereof can be made in this language. Les parties ont demandé expressément que les Conditions d'utilisation pour Project et les documents afférents soient rédigés en anglais et que les modifications à ceux-ci soient également dans cette langue.
The parties are independent contractors and nothing herein contained will be construed as creating any relationship of employer/employee, partnership, agency (except to the extent specifically provided herein), joint venture, or otherwise between the parties hereto, nor will these Project Terms be construed as conferring on any party any express or implied right, power, or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of any other party.