DROPDAY SYNC USER AGREEMENT

Last Updated: February 1, 2025

Introduction

Welcome to DropDay Sync. Your use of our platform signifies your acceptance of the terms and conditions outlined in this User Agreement (“Agreement”). If you have any questions, please contact us at Contact@DropDayDistro.com for clarification before proceeding.

IMPORTANT NOTICE:

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND DROP DAY DISTRO, LLC. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SITE OR SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THIS AGREEMENT.

If you do not agree with any provision of this Agreement, you must not use the Site or Services. Your use of the Site, whether as a registered user or a visitor, constitutes acceptance of the applicable provisions herein.

1. Parties to the Agreement

This Agreement is entered into between you (whether as an individual or as a representative of a group, band, business entity, or association) and Drop Day Distro, LLC. (“DropDay,” “we,” “us,” or “our”). Drop Day Distro, LLC is a Delaware corporation with its principal place of business at PO Box 112304, Boca Raton, FL 33427. Collectively, you and DropDay may be referred to as the “Parties” and individually as a “Party.”

2. Scope of Agreement

This Agreement governs your use of the DropDay website, available at www.DropDayDistro.com, its mobile applications, sub-domains, and all related services offered by DropDay (collectively, the “Site”). Any authorized activity made available by DropDay to users constitutes a “Service,” and all Services collectively form the “Services.” Unless otherwise specified, references to the “Site” include its Services and Content.

Certain Services may be subject to additional terms and conditions, which will be presented separately when applicable.

3. Services Provided by DropDay Sync

DropDay Sync is an independent artist and repertoire (“A&R”) service that offers a platform for music licensing opportunities. It provides listings from various industry professionals, including film and television music licensing companies, record labels, music publishers, production music libraries, music supervisors, and other media entities (each referred to as a “Listing Person”) that utilize DropDay as a resource.

DropDay enables artists, including songwriters and composers (collectively, “Subscriber”), to upload their music to its website. Throughout the term of this Agreement, including any renewal periods, DropDay’s genre-specific industry A&Rs will review submissions made by Subscriber in response to selected listing opportunities. If DropDay determines that the submitted material meets the stylistic and quality standards of the project’s Listing Person, the material will be forwarded accordingly.

 

4. Table of Contents

Article 1: General Use Provisions
1.01 Application and Amendments
1.02 Definitions
1.03 License and Site Access
1.04 Policies, Materials, and Intellectual Property
1.05 Materials and Mobile Services
1.06 Digital Millennium Copyright Act (DMCA) Policy
1.07 User Representations
1.08 Grant of Rights
1.09 Disclaimer of Warranties
1.10 Limitation of Liability
1.11 Copyright and Trademark Notices
1.12 General Provisions
1.13 Electronic Contract Acceptance

Article 2: Subscription Provisions
2.01 General Subscription Terms
2.02 Subscription Duration and Benefits
2.03 Accuracy and Posting of Information
2.04 Termination of Subscription
2.05 Subscription Fees
2.06 Modifications to Subscriber Accounts
2.07 Breach and Remedies

Article 3: Financial Terms and Conditions

3.01 Applicability
3.02 Currency
3.03 Fees To Be Paid By Subscriber
3.04 Sync Fees, Publishing, and Royalties
3.05 Payments

Article 4: Refund Policy

 

By continuing to use DropDay’s Site and Services, you affirm that you have read, understood, and agreed to abide by the terms outlined in this Agreement.

 

DropDay Sync User Agreement

General Use Provisions

1.01 Application and Modifications

This Agreement applies to all Users. Specific provisions for certain Users, such as Subscribers, are explicitly designated.

DropDay reserves the right to amend or modify this Agreement at any time, with such changes becoming effective immediately upon being posted to the Site. The latest revision date will be indicated at the top of the Agreement. If you do not agree to any updates, you must discontinue use of the Site and Services. It is your responsibility to review this Agreement regularly for updates. DropDay account holders will receive notifications of material changes via their DropDay notifications inbox. Non-account holders will not receive direct notifications.

1.02 Definitions

For the purposes of this Agreement, the following definitions apply:

• Artist: An individual or group contributing creative works posted on the Site.
• Person: Any entity, including individuals, corporations, partnerships, or other organizations.
• Materials: Any works of authorship posted by Users, including but not limited to sound recordings, musical compositions, lyrics, images, videos, and other audiovisual works.
• User: Any Person accessing the Site, whether authorized or unauthorized.
• Subscriber: Any Person with an active paid membership subscription.
• Term: The duration in which this Agreement remains in effect between DropDay and the User. Termination of an account also terminates the Agreement, except for provisions that explicitly or inherently survive termination.

1.03 License and Site Access

DropDay grants Users a limited, non-transferable, and revocable license to access and make personal use of the Site under the following conditions:

• Users may not copy, modify, or create derivative works of the Site’s software.
• Downloading or modifying any Site content without written consent from DropDay is prohibited.
• No part of the Site or its contents may be resold, commercially exploited, or used for data extraction.

Unauthorized use or duplication of Site materials, including trademarks, descriptions, or user data, is strictly prohibited without DropDay’s explicit written consent.

1.04 Policies, Intellectual Property, and Materials

(a) DropDay may establish and post various guidelines, policies, and rules, including its Privacy Policy and Copyright DMCA Policy. These policies are incorporated into this Agreement by reference, and Users are responsible for reviewing them regularly. In the event of a conflict, this Agreement takes precedence.

(b) DropDay reserves the right to review, refuse, or remove any Materials at its sole discretion.

(c) All Site Content, excluding user-submitted Materials, is owned by DropDay and is protected under applicable intellectual property laws. Unauthorized reproduction, modification, or distribution of any Site Content is prohibited.

(d) No portion of the Site may be altered, decompiled, or reverse-engineered. Third-party content remains the property of respective owners.

(e) Users acknowledge DropDay’s exclusive ownership of the Site and its intellectual property. Users must notify DropDay of any unauthorized use or infringement.

(f) Any suggestions and feedback made to DropDay, become the sole property of DropDay, which may use them without compensation to the submitter.

(g) Users must comply with Acceptable Use Policies (AUPs) set by DropDay’s service providers.

(h) “DropDay” and related trademarks are the exclusive property of DropDay and may not be used without express written consent.

(i) Users may not alter or remove copyright, trademark, or other proprietary notices on the Site.

1.05 Materials and Mobile Services

You retain full ownership and copyright of all materials you submit to DropDay at all times, subject to the rights and licenses granted to DropDay under this Agreement or any other applicable agreement. Without limiting any other provisions, you authorize and direct DropDay to make and retain copies of your materials as necessary to facilitate their storage, use, and forwarding to Listing Persons and other media companies.

Your materials shall not be considered assets of DropDay in the event of voluntary or involuntary bankruptcy.

If you believe that materials in which you hold ownership rights have been uploaded on the site without your permission, you must notify DropDay’s Copyright Agent immediately.

We recommend registering your materials with the U.S. Copyright Office. While DropDay takes commercially reasonable measures to protect members’ rights, we are not obligated to pursue legal action against alleged infringers.

You are solely responsible for creating backup copies and replacing any materials you store on DropDay at your own expense.

DropDay’s services may be accessible via website, mobile devices, and applications. Features may include access to your account, content uploads, and messaging services (“Mobile Services”). Your mobile carrier’s standard messaging, data, and other rates may apply. Additionally, some Mobile Services may be restricted or unavailable based on your carrier or device. By using Mobile Services, you consent to receiving communications from DropDay via electronic means, including text messages, and acknowledge that certain usage data may be transmitted to DropDay.

1.06 Digital Millennium Copyright Act (DMCA) Policy

Under Section 512 of the U.S. Copyright Act (17 U.S.C. §512), service providers can limit liability for copyright infringement by designating an agent to receive notifications of claimed infringement.

DropDay has designated the following agent to receive notifications of alleged copyright infringement:

DropDay Designated Agent
Michael Reed
5301 N Federal Hwy #406
Boca Raton, FL 33487
Email: Copyright@DropDayDistro.com

If you believe that material on the site infringes your copyright, you must submit a written notice to our designated agent containing the following:

• A physical or electronic signature of the authorized person acting on behalf of the copyright owner.
• Identification of the copyrighted work claimed to be infringed.
• Identification of the material alleged to be infringing and information sufficient to locate it on the site.
• Contact information of the complaining party.
• A statement affirming good faith belief that the use of the material is unauthorized.
• A statement attesting to the accuracy of the notification under penalty of perjury.

Upon receipt of a valid claim, DropDay will remove the disputed material and notify the user who uploaded and submitted it. DropDay is not responsible for prosecuting or defending infringement claims.

If you believe material was wrongly removed, you may file a counter-notification. It must include:

• Your signature (physical or electronic).
• Identification of the removed material and its prior location.
• A statement under penalty of perjury that the material was removed due to mistake or misidentification.
• Your contact information and consent to U.S. federal court jurisdiction.

Upon receipt of a valid counter-notification, DropDay may reinstate the material unless legal action is initiated by the complainant within 10 to 14 days.

DropDay enforces a policy of terminating accounts of repeat infringers.

1.07 User Representations

By accepting this Agreement and submitting materials to DropDay, you represent and warrant that:

• All factual statements you provide are accurate and complete.
• You are at least 18 years old and legally competent to enter into contracts.
• You hold all necessary rights and permissions to submit your materials.
• Your materials are original or properly licensed.
• Your materials do not infringe on intellectual property, privacy, or other legal rights.
• Your materials do not contain harmful code, viruses, or other disruptive elements.
• You will sign and deliver any documents requested by DropDay to confirm rights and representations.
• You indemnify DropDay and its affiliates against any claims arising from breaches of these representations.

All representations and warranties will survive the termination of this Agreement and benefit DropDay and its sublicensees.

1.08 Grant of Rights

If you are a member of a performing rights society (PRS), licensing and compensation for public performances of your musical works shall be governed by your PRS agreement. If you are not affiliated with a PRS or if any DropDay performance does not qualify under your PRS agreement, you grant DropDay and its sublicensees a direct, royalty-free license to publicly perform your musical compositions worldwide in any format or media.

Podcasts

DropDay may, at its discretion, invite you to submit Materials for inclusion in downloadable content files known as “podcasts.” These podcasts are non-live entertainment programs showcasing the work of DropDay members and are made available for free download in unprotected media on DropDay’s platform. DropDay will not include your Materials in any podcast without your express consent. If you provide such consent, you thereby grant DropDay and its sublicensees all necessary licenses for podcasting, including non-exclusive reproduction and public performance licenses for all musical works and sound recordings contained in your Materials selected for inclusion. Additionally, you release DropDay and its sublicensees from any liability arising from any alleged failure to secure appropriate licenses for the use of your Materials in DropDay podcasts.

Representation and Indemnification

You represent and warrant that you possess the exclusive authority to grant the licenses conferred herein to DropDay. DropDay relies on this representation, and you agree to indemnify and hold harmless DropDay, its licensees, assigns, and customers from any claims, damages, expenses (including reasonable attorneys’ fees), or liabilities arising from any breach or alleged breach of these representations and warranties.

Sublicensing Fees

DropDay may collect fees from sublicensees for facilitating access to your Materials. You acknowledge and agree that DropDay shall be entitled to retain 100% of such fees without obligation to distribute any portion to you.

1.09 Disclaimer of Warranties

DropDay provides its platform and services “as is” without warranties of any kind, express or implied, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose. DropDay does not warrant that its services will be uninterrupted or error-free, nor does it guarantee that any of your Materials will be accessed or used by DropDay, its visitors, subscribers, or sublicensees. Any use of DropDay’s services is at your own risk.

1.10 Limitation of Liability

To the fullest extent permitted by law, DropDay shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from the use or inability to use the DropDay platform or services. In no event shall DropDay’s total liability exceed the amount, if any, paid by you to access the platform.

1.11 Copyright and Trademark Notices

All content on the DropDay platform, including but not limited to text, graphics, logos, and multimedia content, is protected by copyright laws. Unauthorized use of DropDay’s trademarks or service marks is strictly prohibited.

1.12 General Provisions

You acknowledge that DropDay’s services may be modified, suspended, or discontinued at any time without notice. You further agree to comply with all applicable laws and regulations regarding the use of DropDay’s platform and services, including those related to export controls and data protection.

This Agreement constitutes the entire agreement between you and DropDay regarding the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.

(a) No provision of this Agreement shall be interpreted to require the commission of any act that is contrary to applicable law. Furthermore, nothing in this Agreement shall be construed or deemed to establish a partnership, agency, joint venture, employment, or franchise relationship between the Parties.

(b) Each Party agrees to execute any additional documents as may be necessary or desirable to effectuate and implement the provisions of this Agreement.

(c) The captions and headings contained in this Agreement are for convenience only and shall not be deemed to limit, modify, or affect the scope, meaning, or intent of this Agreement, nor shall they be afforded any legal significance.

(d) A breach of this Agreement by DropDay shall not be deemed material unless the Party alleging such breach has provided DropDay with written notice specifying the breach, and DropDay has failed to cure such breach within thirty (30) days following its receipt of such notice.

(e) All notices required to be provided to DropDay under this Agreement shall be in writing and delivered via certified mail, return receipt requested, with postage prepaid, or by overnight delivery service, to Drop Day Distro, LLC

(f) All duties, liabilities, obligations, warranties, representations, covenants, authorizations, agreements, and restrictions undertaken by or imposed upon the undersigned in connection with this Agreement shall be deemed to apply jointly and severally to all members collectively and to each member individually of any group constituting the Artist whose recordings or other materials are posted, uploaded, or otherwise made available to DropDay. The undersigned represents and warrants that they have the authority to bind all such individuals to the terms and conditions of this Agreement.

(g) Notwithstanding any statute or law to the contrary, any claim or cause of action against DropDay arising from or related to the use of the Site or any Service must be filed within one (1) year after such claim or cause of action accrues, or it shall be permanently barred.

(h) The undersigned agrees to indemnify, defend, and hold DropDay harmless from any and all losses, expenses, costs, or damages, including reasonable attorneys’ fees, arising from or related to any claim or action based on (a) a breach of the terms and conditions of this Agreement, (b) use of any Service, and/or (c) use of any Service by any other person utilizing the undersigned’s Username. DropDay reserves the right to participate in the defense of any such claim or action and any negotiations related to its settlement or compromise. No settlement affecting DropDay’s rights or obligations shall be agreed upon without DropDay’s prior written consent.

(i) This Agreement is not intended to confer any rights or benefits upon any third parties.

1.13 Acceptance of Electronic Contract

The undersigned agrees that this Agreement shall have the same legal force and effect as a written contract bearing a physical signature and shall satisfy any applicable laws requiring a written agreement or signature, including but not limited to any applicable Statute of Frauds. The undersigned further agrees not to contest the validity, enforceability, or admissibility of this Agreement on the basis that it was electronically transmitted or executed. A printed version of this Agreement shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business records originally generated and maintained in printed form. The undersigned acknowledges the opportunity to print a copy of this Agreement.

2.01 General

(a) This Article II applies to any individual or entity (hereinafter referred to as a “Subscriber”) who subscribes to any membership subscription service offered by DropDay (hereinafter referred to as a “Subscription Service”). For purposes of this Agreement, all Subscribers shall also be considered Users as defined herein.

(b) The Subscriber agrees to provide true, accurate, current, and complete information as requested during the subscription registration process (“Account Information”). The Subscriber further agrees not to knowingly omit or misrepresent any material information and to promptly update any changes to ensure continued accuracy. The Subscriber authorizes DropDay to verify the provided Account Information as necessary for the use of the Site and Services.

(c) Upon subscribing, the Subscriber will be issued a unique username and password (collectively, “Username”). The Subscriber agrees not to allow any other person to use their Username to access the Site or Services under any circumstances. The Subscriber is solely responsible for maintaining the confidentiality of their Username and any resulting charges, damages, liabilities, or losses. DropDay shall not be liable for any harm arising from unauthorized use or disclosure of the Subscriber’s Username. The Subscriber must notify DropDay immediately of any unauthorized use or security breach. The Subscriber acknowledges that complete privacy of data transmitted through the Site or Services cannot be guaranteed.

2.02 Term and Service Benefits

(a) The term of any Subscription Service commences upon the Subscriber’s payment or, in the case of complimentary services, upon registration. Subscription Services shall have an initial term of one (1) year. Service benefits associated with the Subscription Service (“Service Benefits”) shall be as described on the Site and may be modified by DropDay without prior notice.

2.03 Accuracy and Posting of Information and Materials

The Subscriber agrees to:

(a) Provide accurate and complete information as required by the registration process; and

(b) Maintain and update such information to ensure its accuracy. The Subscriber acknowledges that DropDay relies upon the accuracy of the information provided.

2.04 Termination

(a) A Subscriber may terminate a Subscription Service at any time by providing DropDay with written notice in accordance with this Agreement. Termination shall take effect following the paid period, and no refunds shall be issued for the remaining term. The Subscription Service will remain active until the conclusion of the paid period.

2.05 Subscription Fees

(a) The Subscriber agrees to pay all applicable subscription fees as listed on the Site at the time of enrollment. All fees are payable immediately in accordance with the chosen payment option and are non-refundable except as expressly stated herein. DropDay reserves the right to pursue all available remedies to collect unpaid fees.

(b) At its sole discretion, DropDay may offer Subscribers the option to pay annual subscription fees in monthly installments (a “Payment Plan”). If selected, the Subscriber authorizes DropDay to charge the provided credit card on a monthly basis for twelve (12) consecutive months. DropDay may suspend access to Service Benefits if payment is not received when due.

2.06 Modifications to Subscriber’s Account.

To effect any modifications to the Subscriber’s account information, the Subscriber shall utilize the User Name and Password chosen during the registration process with DropDay. Under no circumstances shall DropDay be held liable for any unauthorized access or misuse of the Subscriber’s User Name and Password.

2.07 Breach.

The Subscriber acknowledges that failure to comply with any provision of this Agreement, any applicable DropDay operating rule or policy, provision of false or misleading information during the application process, failure to maintain accurate and current information, or failure to respond to DropDay’s inquiries regarding account information shall constitute a material breach of this Agreement. In the event that DropDay notifies the Subscriber of such breach, the Subscriber shall have ten (10) calendar days to provide reasonable proof to DropDay demonstrating non-breach. If the Subscriber fails to provide such satisfactory evidence within the specified period, DropDay reserves the right to terminate all services and subscriptions without further notice.

 

FINANCIAL TERMS AND CONDITIONS

3.01 Applicability

This Article IV applies to all Users of DropDay’s services.

3.02 Currency

All fees and prices displayed on the Site are denominated in United States Dollars. Payments for any services or purchases made on or through the Site must be made to DropDay in United States Dollars, unless otherwise specified in Section 4.05 of this Agreement.

3.03 Fees To Be Paid By Subscriber

Upon acceptance of this Agreement, Subscriber shall pay a $149.00 membership fee to DropDay. Subscriber’s membership shall expire one year from the date of this Agreement. In Subscriber’s sole discretion, Subscriber may renew Subscriber’s membership for an additional one year by paying a $149.00 renewal fee at the time of renewal. Concurrently with the submission of Subscriber’s material to DropDay in response to a listing, Subscriber shall pay to DropDay a $20 per song submission fee. DropDay offers optional services, some of which require an additional fee. Subscriber has no obligation to renew Subscriber’s membership or to purchase optional services.

3.04 Licensing, Publishing, and Royalties

DropDay only collects a membership fee and submission fee from Subscriber. In the event Subscriber’s submission(s) is placed on a project, Subscriber will keep 100% of sync fee, publishing, and any royalties earned from placement. Subscriber will have direct communication and negotations with Music Supvisors provided by DropDay.

3.05 Payments

By utilizing your DropDay account or Username, you agree to pay all fees and charges incurred. If you have configured your account to pay for services or purchases via a credit card, debit card, or any similar payment method (collectively referred to as a “Card”), you hereby authorize DropDay to charge any applicable fees to your Card account. It is your sole responsibility to notify DropDay of any billing issues or discrepancies within thirty (30) days of becoming aware of such issues. The use of your Card is governed by the agreement between you and the Card issuer, and you must refer to that agreement, and not this Agreement, to determine your rights and obligations as a cardholder. In the event that you submit a payment that results in DropDay incurring charges for insufficient funds, chargebacks, or other similar fees, you agree to reimburse DropDay for any such fees.

3.06 Refund Policy

All sales are final and non-refundable at the point of purchase. DropDay does not offer any money-back guarantees on Membership or Submission Fees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances.

You may cancel your Customer Account at any time; however, there are no refunds for cancellation. In the event that DropDay suspends or terminates your Member Account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any subscription or submission fees for any portion of the Services, any content or data associated with your Member Account, or for anything else.