DROP DAY DISTRO USER AGREEMENT
PREAMBLE
This User Agreement, inclusive of any and all referenced and incorporated Addenda (collectively, the "Agreement"), is entered into effective as of the date of acceptance by the User (the "Effective Date"), by and between the individual or entity accepting these terms ("You" or "User"), and Drop Day Distro, along with its licensees, partners, and affiliates (collectively referred to herein as "Drop Day Distro", "Company", "We", or "Us"). This Agreement delineates the general terms and conditions governing Your use of the services offered by Drop Day Distro (the "Services," as further defined herein).
Should User elect to utilize the Digital Download and Distribution Service, the Consignment Service, the Publishing Service, the Social Video Monetization (SVM) Service, the Mechanical Licensing Collective (MLC) Service, the SoundExchange Service, the Sync Distribution Service, or any combination thereof, the terms set forth in the applicable Digital Distribution Addendum, Consignment Services Addendum, Publishing Administration Addendum, Social Video Monetization (SVM) Addendum, Mechanical Licensing Collective (MLC) Addendum, SoundExchange Addendum, and/or Sync Distribution Addendum (each an "Addendum," collectively the "Addenda") shall apply and are hereby incorporated by reference into this Agreement.
Your use of the Services, including but not limited to the submission of sound recordings and the musical works embodied therein ("Your Content") for distribution by Drop Day Distro, whether effected via upload to the Drop Day Distro website (the "Website") or through the submission of physical embodiments of Your Content (e.g., Compact Discs or Digital Versatile Discs) to Drop Day Distro, constitutes Your unconditional acceptance of, and agreement to be bound by, the terms and conditions set forth in this Agreement and any applicable Addenda.
BINDING LEGAL CONTRACT
THIS AGREEMENT, UPON ACCEPTANCE BY YOU (AS INDICATED BY CLICKING "I AGREE" OR UTILIZING THE SERVICES), ESTABLISHES A LEGALLY BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND DROP DAY DISTRO. THIS APPLIES WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE DULY AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, OR CORPORATE ENTITY, IN WHICH CASE "YOU" SHALL REFER TO SAID ARTIST, BAND, GROUP, OR CORPORATE ENTITY. USER IS ADVISED TO READ THIS AGREEMENT METICULOUSLY AND TO SEEK INDEPENDENT LEGAL AND BUSINESS COUNSEL PRIOR TO ACCEPTANCE. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE ON WHICH USER INDICATES ACCEPTANCE.
MODIFICATION OF TERMS
Drop Day Distro reserves the unilateral right to add, delete, or modify any terms and conditions contained within this Agreement, subject to the provisions outlined in Section 9 herein. However, no such modifications shall apply retroactively to any dispute between You and Drop Day Distro arising prior to the date of said modification. In the event of material modifications to this Agreement, Drop Day Distro shall provide notice primarily by updating the date indicated at the beginning of this Agreement and secondarily via a notification displayed within Your account dashboard for a period of thirty (30) days subsequent to the update.
USER OBLIGATION: VALID CONTACT INFORMATION
USER IS SOLELY RESPONSIBLE FOR MAINTAINING A CURRENT AND VALID EMAIL ADDRESS ON FILE WITH DROP DAY DISTRO THROUGHOUT THE DURATION OF USER'S UTILIZATION OF ANY SERVICES UNDER THIS AGREEMENT.
1. TERMS OF SERVICE INCORPORATION
This Agreement expressly incorporates by reference, and is subject to, the Drop Day Distro Terms of Service ("TOS"). Any capitalized terms not explicitly defined within this Agreement shall possess the meanings ascribed to them in the TOS.
2. AUTHORIZATION AND GRANT OF RIGHTS
You hereby appoint Drop Day Distro as Your authorized representative for the sale, licensing, distribution, and other exploitation of Your Content. Accordingly, You grant to Drop Day Distro and its authorized sublicensees ("Licensees") the non-exclusive right and license, during the Term (as defined in Section 3) and throughout the worldwide territory (the "Authorized Territory"), to undertake the following actions:
(a) Reproduce Your Content, create derivative works thereof (including, without limitation, the creation of video files embodying Your Content, known as "Art Tracks," and authorizing Licensees to do likewise), convert Your Content into digital master formats ("Digital Masters"), create promotional excerpts ("Clips"), and, where necessary, reproduce Your Content in new physical formats ("Physical Product"); (b) Publicly perform, publicly display, communicate to the public, synchronize, and otherwise make available Your Content and Clips via digital audio transmissions (both interactive and non-interactive) through the Website, Licensee websites or platforms, or Drop Day Distro widgets embedded on third-party sites, for purposes of identifying availability, promotion, and distribution, on a through-to-the-listener basis. This right is granted without obligation for additional payment of fees or royalties to: (i) songwriters, composers, or music publishers; (ii) performing artists (featured or non-featured); (iii) any other individual or entity involved in the creation or ownership of Your Content (including record labels); and (iv) any agents thereof, including Performing Rights Organizations ("PROs"), unions, or guilds (e.g., ASCAP, BMI, SESAC, SoundExchange, AFM, AFTRA, PPL, GEMA, etc.); (c) Distribute Your Content pursuant to the terms of any applicable Addendum; (d) Incorporate or embed Your Content within print media (magazines), websites, Drop Day Distro advertisements, and any other media now known or hereafter devised (expressly excluding broadcast television and theatrical motion pictures) solely for the purpose of promoting the Drop Day Distro Service; (e) Utilize and distribute Copyright Management Information embedded within Digital Masters of Your Content; (f) Utilize Your Content and associated metadata as reasonably necessary or desirable for Drop Day Distro to exercise its rights hereunder; (g) Reproduce, distribute, publicly perform, and communicate to the public Your Content (including Clips) as part of downloadable programs containing multiple sound recordings and other content (commonly referred to as "podcasts"); and (h) Authorize Licensees to perform any one or more of the activities enumerated in subsections (a) through (g) above or as specified in an applicable Addendum.
3. TERM AND TERMINATION
(a) The term of this Agreement ("Term") shall commence on the Effective Date and shall continue in perpetuity unless terminated by either party upon provision of twenty-four (24) hours' prior written notice. (b) Notice of termination by Drop Day Distro may be delivered to the last email address provided by You. (c) Notice of termination by You must be sent exclusively via email to [email address removed] and must include: (i) Your username; (ii) the email address associated with Your Account; (iii) all relevant album titles for which termination is requested; and (iv) specification of the Services being terminated (e.g., Physical Distribution, Digital Distribution, Sync Distribution). Any termination notice submitted by You shall be deemed permanent and irrevocable. (d) Notwithstanding the foregoing, Drop Day Distro reserves the right, exercisable at its sole discretion and at any time, with or without prior notice, to: (i) suspend or limit Your access to or use of the Services; and/or (ii) suspend or limit access to Your Account (as defined in Section 11(a)).
4. COMPENSATION, ACCOUNTING, AND PAYMENT
(a) Pricing: Except as otherwise stipulated in an applicable Addendum, You retain discretion in setting the retail price for sales of Your Content via the Website. However, Drop Day Distro and its distributors/partners reserve the right to establish different pricing structures for third-party websites or platforms, including for promotional purposes or to account for additional costs. Drop Day Distro retains the sole and exclusive right to determine pricing for digital audio transmissions of Your Content. You acknowledge that You are subject to setup fees and other charges as detailed on the Website, which may be updated periodically by Drop Day Distro. Acceptance of this Agreement constitutes acceptance of Drop Day Distro's prevailing fee schedule. (b) Licensee Records and Audits: Drop Day Distro possesses the right, but not the obligation, to audit the books and records of its Licensees. Drop Day Distro may rely upon the accuracy and completeness of accounting statements provided by Licensees without independent verification. Drop Day Distro shall bear no liability to You for any failure to audit or investigate Licensee accountings. (c) Offsets: You expressly authorize Drop Day Distro to deduct and offset from any amounts payable to You hereunder any sums You may owe to Drop Day Distro, arising from any source, including but not limited to indemnification obligations, costs, expenses, taxes, penalties, fees, or other deductions authorized by this Agreement. You acknowledge that such offsets may result in a negative balance in Your Account. (d) Recordkeeping and Audit Rights: Drop Day Distro shall maintain books and records pertaining to the sale or licensed use of Your Content for which it has received payment. You, at Your sole expense, may engage a Certified Public Accountant ("CPA") to examine such books and records solely related to Your Content, strictly for the purpose of verifying the accuracy of statements rendered to You. Such examination must occur no more than once per calendar year, be conducted in accordance with Generally Accepted Accounting Principles (GAAP), and pertain only to statements issued within the preceding one (1) year. Examinations must take place during Drop Day Distro's normal business hours at the location where such records are ordinarily maintained, upon thirty (30) days' prior written notice identifying the CPA. The CPA must not be engaged on a contingency fee basis and must execute a confidentiality agreement acceptable to Drop Day Distro, prohibiting disclosure of audit findings to any third party without Drop Day Distro's express written consent, except as required by law or judicial process related directly to this Agreement. Drop Day Distro may postpone an audit with reasonable notice. Audits must be completed within three (3) months of commencement, after which Drop Day Distro may require termination of the audit upon seven (7) days' notice. The audit scope is strictly limited to records specifically reporting sales or licensed uses of Your Content for which Drop Day Distro has actually received payment. (e) Objections to Accountings: Any objection You may have to an accounting statement provided by Drop Day Distro must be communicated in writing, detailing the specific basis for the objection and including any supporting CPA analysis, within eighteen (18) months of the date the statement is made available. Failing such specific objection within the stipulated timeframe, the statement shall be deemed conclusively binding and accurate, and You shall waive any right to object further or initiate legal action concerning that statement, notwithstanding any statutory audit rights. Any undisputed amounts determined to be owed following an audit shall be paid within forty-five (45) days of delivery of the CPA report, unless objected to in writing by Drop Day Distro. A late payment fee of one-half percent (0.5%) per month shall accrue on underpaid royalties finally determined to be due. Any legal action concerning accounting statements must be commenced within the eighteen (18)-month objection period. The scope of any such proceeding shall be limited to determining the amount of royalties due for the relevant accounting periods, plus applicable interest, which shall constitute Your sole and exclusive remedy. (f) Third-Party Royalty Collection: Nothing herein precludes You from affiliating with PROs or other collection societies to receive royalties for public performances or communications to the public of Your Content effectuated by third parties not acting under the direct license grant established in Section 2 of this Agreement. (g) Tax Matters: Drop Day Distro shall use reasonable efforts to collect applicable sales, use, withholding, or other taxes ("Taxes") related to the sale of Your Content and remit such Taxes to the appropriate governmental authorities as required by law. However, You acknowledge and agree that: (i) payment of any sums to You is conditioned upon Your provision of a complete and accurate U.S. Internal Revenue Service Form W-9 or applicable Form W-8; (ii) Drop Day Distro is entitled to withhold from payments any Taxes, charges, or governmental fees it is legally obligated to withhold; (iii) You remain ultimately responsible for the tracking and payment of all applicable Taxes, charges, tariffs, value-added taxes, and governmental fees associated with the sale or distribution of Your Content under this Agreement; and (iv) You hereby indemnify and hold Drop Day Distro harmless from any Tax liabilities, costs, expenses, and penalties arising from incorrect, inaccurate, or misrepresented tax or financial information provided by You, or from Your failure to fulfill Your tax obligations. (h) Payment Processing: Drop Day Distro will use commercially reasonable efforts to remit payments to You for amounts generated, actually received by Drop Day Distro, and posted to Your account, less any applicable deductions, offsets (per Section 4(c)), fees, Taxes, or penalties imposed by Drop Day Distro or its Licensees (whether assessed concurrently or subsequently), no later than fifteen (15) business days after Your accrued balance meets the designated payment threshold ("Threshold Amount" or "Pay Point"). Payments made hereunder constitute full and complete consideration for all rights granted and obligations undertaken by You. Drop Day Distro is not obligated to initiate legal action against any Licensee for non-payment. All accountings and payments are binding unless objected to per Section 4(e).
5. USER REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS
(a) Representations and Warranties: You represent and warrant that: (i) You have the full right, power, and authority to enter into this Agreement and grant the rights specified herein; (ii) You own or control all necessary rights in and to Your Content required to grant the licenses hereunder, free and clear of any adverse claims or encumbrances; (iii) the use and exploitation of Your Content as authorized herein will not infringe upon or violate the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party; (iv) all information provided by You to Drop Day Distro is true, accurate, and complete; (v) Your Content does not contain any material that is defamatory, obscene, libelous, hateful, or otherwise unlawful; and (vi) You will comply with all applicable laws, rules, and regulations in connection with Your use of the Services and Your Content. (b) Clearances and Third-Party Payments: You are solely responsible for obtaining and paying for any and all licenses, clearances, and payments required in the Authorized Territory for the exploitation of Your Content as contemplated herein. This includes, without limitation: (i) all royalties and sums due to artists (featured and non-featured), producers, engineers, mixers, and any other royalty participants; (ii) all mechanical royalties payable to music publishers, songwriters, or composers for the reproduction and distribution of musical works embodied in Your Content; (iii) all payments required under applicable collective bargaining agreements (e.g., union or guild payments); and (iv) any other royalties, fees, or sums payable with respect to Your Content. You acknowledge that payments received from Drop Day Distro are inclusive of any potential artist or performer equitable remuneration rights arising under applicable law. (c) Parental Advisory Labeling: You are responsible for complying with the Recording Industry Association of America ("RIAA") Parental Advisory Logo ("PAL") Standards, as applicable, for any relevant Content submitted.
6. CONTENT WITHDRAWAL AND TAKEDOWN PROCEDURES
You retain the right, exercisable at any time during the Term, to withdraw authorization for the future sale or exploitation of specific elements of Your Content by providing written notice to Drop Day Distro ("Withdrawal Notice"), or to terminate this entire Agreement pursuant to Section 3 ("Termination Notice"). Upon receipt of a valid Withdrawal Notice or Termination Notice, Drop Day Distro shall: (i) use commercially reasonable efforts to remove the specified Content from the Website within five (5) business days; and (ii) issue a takedown notification ("Takedown Notice") to its active Licensees within five (5) business days, advising them to cease future exploitation of the specified Content. Submission of a Withdrawal or Termination Notice does not affect authorizations granted or exploitations commenced prior to the effective implementation of the notice, nor does it impact the rights of end-users who have previously lawfully acquired Your Content. Drop Day Distro assumes no liability for delays by Licensees in removing Content following issuance of a Takedown Notice. You remain primarily responsible for enforcing removal by Licensees, although Drop Day Distro may, in its sole discretion, offer reasonable assistance. Drop Day Distro is not obligated to notify You if it terminates or allows its agreement with a specific Licensee to expire.
7. NAME, LIKENESS, AND PROMOTIONAL RIGHTS
(a) Grant of Name and Likeness Rights: You hereby grant Drop Day Distro and its Licensees, during the Term, the right to use the approved names, likenesses, and biographical materials of any artists, bands, producers, and songwriters associated with Your Content, as well as track and album titles and related artwork, solely in connection with the marketing, advertising, promotion, and sale of Your Content as offered under this Agreement. Such usage shall be primarily informational (e.g., textual identification of credits). (b) Promotional Activities: You grant Drop Day Distro and its Licensees the right to market, promote, and advertise Your Content in any and all media, using methods determined at their discretion. (c) Customer Data: Drop Day Distro may, at its discretion and subject to its prevailing Privacy Policy and customer preferences, provide You with certain non-personally identifiable information relating to customers who purchase Your Content. You agree to use such information solely for Your internal record-keeping purposes and shall not disclose it to any third party or use it for any other purpose. You agree to handle any such data in strict compliance with Drop Day Distro's Privacy Policy.
8. OWNERSHIP OF INTELLECTUAL PROPERTY
Subject to the rights and licenses granted to Drop Day Distro herein, as between You and Drop Day Distro, You retain all right, title, and interest in and to: (a) Your Content; (b) any Digital Masters created therefrom; (c) any Clips generated; (d) any Physical Product (if applicable); (e) all copyrights and equivalent rights embodied therein; and (f) all materials furnished by You.
9. MODIFICATION AND TERMINATION OF AGREEMENT
(a) Modification: Drop Day Distro reserves the right, in its sole discretion, to modify, amend, add to, or remove portions of this Agreement at any time. Notice of substantive changes will be provided as described in the Preamble. Continued use of the Services following the posting of modifications constitutes Your binding acceptance of the revised Agreement. If any modification is unacceptable, Your sole recourse is to terminate this Agreement by providing a Termination Notice. (b) Effect of Termination: Termination of this Agreement shall not relieve either party of obligations accrued prior to the effective date of termination. Provisions intended by their nature to survive termination, including but not limited to Sections 4 (Compensation, Accounting, Payment), 5 (User Representations, Warranties, Obligations), 8 (Ownership), 10 (Monitoring, Removal), 11 (Account, Disclosures), 12 (Indemnification), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Governing Law), and 16 (General Provisions), shall survive.
10. CONTENT MONITORING AND REMOVAL
(a) Monitoring: Drop Day Distro has no obligation to monitor Your Content. Drop Day Distro may, however, in its sole discretion, monitor, review, or access Your Content but assumes no responsibility thereby, nor any obligation to modify or remove inappropriate material or monitor any other user's content. (b) Right of Removal: Drop Day Distro reserves the absolute right, in its sole discretion, to remove any of Your Content from the Services for any reason, including but not limited to content that: (i) is obscene, defamatory, infringing, or patently offensive; (ii) is subject to a third-party dispute or claim; (iii) cannot be substantiated by You as cleared for all necessary rights upon request; (iv) violates third-party intellectual property or other rights; (v) is subject to a valid takedown notice; or (vi) generates legitimate complaints from Licensees or partners. Drop Day Distro may also remove Content and/or suspend payments/Account access if it reasonably suspects fraudulent activity (including, but not limited to, artificial streaming manipulation) or if You engage in abusive behavior towards Drop Day Distro staff or provide false information. Costs incurred by Drop Day Distro due to fraudulent activity attributable to You or Your affiliates may be deducted from amounts otherwise payable to You, in addition to other available remedies. You acknowledge that Licensees may have their own anti-fraud policies and penalties, which are binding upon You. Drop Day Distro shall have no liability for removing Your Content, although it may, in its sole discretion, refund associated fees. Removal does not relieve Drop Day Distro of the obligation to pay legitimately earned, non-fraudulent royalties accrued prior to removal, subject to offsets and Licensee penalties. (c) Removal Does Not Constitute Termination: Removal of Your Content by Drop Day Distro does not automatically terminate this Agreement. Termination requires a separate Termination Notice from You as per Section 3.
11. ACCOUNT MANAGEMENT AND INFORMATION DISCLOSURE
(a) Account Creation and Accuracy: Accessing certain features requires creating an online account ("Account"). You represent and warrant that all registration information provided is true, accurate, current, and complete, and You covenant to maintain the accuracy of Your Account information, particularly Your email address, throughout the Term. (b) Account Security: Your Account login credentials (username and password) are confidential. You may not share access with unauthorized third parties (except duly authorized agents). You are solely responsible for all activities occurring under Your Account. You must maintain the confidentiality of Your credentials and notify Drop Day Distro immediately via email to [email address removed] upon suspecting any security breach or unauthorized access. You bear sole responsibility for losses incurred by Drop Day Distro or others due to unauthorized Account use occurring prior to Your notification of the breach. (c) Disclosure Authorization: You acknowledge, consent, and agree that Drop Day Distro may access, preserve, and disclose Your Account information and Your Content if required by law or in a good faith belief that such action is reasonably necessary to: (i) comply with legal process or governmental requests; (ii) enforce this Agreement; (iii) respond to claims that Your Content violates third-party rights; (iv) respond to Your customer service requests; or (v) protect the rights, property, business interests, or safety of Drop Day Distro, its users, or the public.
12. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Drop Day Distro, its officers, directors, employees, agents, affiliates, and Licensees from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) Your breach of any representation, warranty, or obligation under this Agreement; (b) Your Content, including any claim that Your Content infringes or violates the rights of any third party; (c) Your use of the Services; or (d) any activity occurring under Your Account, including unauthorized use prior to notification of a security breach. Drop Day Distro reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate fully with Drop Day Distro in asserting any available defenses.
13. DISCLAIMER OF WARRANTIES
THE SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DROP DAY DISTRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DROP DAY DISTRO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DROP DAY DISTRO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL DROP DAY DISTRO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES, ARISING FROM YOUR USE OF THE SERVICES OR WEBSITE, EVEN IF DROP DAY DISTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DROP DAY DISTRO'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO DROP DAY DISTRO FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
15. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert Governing State, e.g., California or New York], without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [Insert County and State corresponding to Governing State, e.g., Los Angeles County, California or New York County, New York]. The parties hereby waive any right to a jury trial in connection with any dispute arising out of or relating to this Agreement.
16. GENERAL PROVISIONS
(a) Entire Agreement: This Agreement, together with the TOS and any applicable Addenda, constitutes the entire agreement between You and Drop Day Distro regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral. (b) Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (c) Waiver: No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. (d) Assignment: You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Drop Day Distro's prior written consent. Any attempt to assign in violation of this provision shall be void. Drop Day Distro may freely assign this Agreement. (e) Notices: Except as otherwise specified herein (e.g., termination notices), all notices under this Agreement shall be in writing and delivered to Drop Day Distro at its designated contact address/email and to You at the email address associated with Your Account. (f) Relationship of Parties: The relationship between You and Drop Day Distro is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship.
12. PROHIBITED ACTIVITIES
(a) User expressly agrees not to utilize the Website, the Services, or any services rendered by Licensees for any unlawful purpose, or in any manner that may cause harm, damage, or disparagement to Drop Day Distro, its Licensees, or any third party. Without limiting the generality of the foregoing, User covenants that it shall not, directly or indirectly, whether via the Website, Licensees, or Your Content, engage in, attempt, cause, permit, or authorize any of the following actions:
(b) Modify, create derivative works from, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure or algorithms of any aspect of the Website or its constituent parts, except and solely to the extent expressly permitted by this Agreement, inherent features of the Website, or applicable mandatory law; nor attempt to use or access any portion of the Website other than for its intended purposes;
(c) Reproduce, duplicate, copy, sell, trade, resell, distribute, or otherwise exploit for any commercial purpose any portion of the Website, the use thereof, access thereto, or content obtained therefrom, beyond the rights explicitly granted herein pertaining to the upload and distribution of Your Content;
(d) Remove, circumvent, disable, damage, or otherwise interfere with any security-related features implemented on the Website, including features designed to prevent or restrict the use or copying of Website content, or features enforcing limitations on Website usage;
(e) Engage in conduct that threatens, harasses, abuses, slanders, defames, or otherwise violates the legal rights (including, without limitation, rights of privacy and publicity) of any third party;
(f) Publish, post, upload, distribute, or disseminate any material or information that is inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral, or otherwise objectionable;
(g) Create a false identity, impersonate any person or entity, or misrepresent Your affiliation with any person or entity, for the purpose of misleading others, including, but not limited to, providing false or misleading information to any feedback or rating system employed by Drop Day Distro;
(h) Transmit, upload, or otherwise introduce any material containing software viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer code, files, or programs designed to interrupt, destroy, damage, or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) Interfere with, disrupt, or create an undue burden on the Website, or the networks or servers connected thereto, or violate the regulations, policies, or procedures governing such networks or servers;
(j) Upload, transmit, or otherwise make available any information or content, including incorporating such material into Your Content, that infringes upon any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; or
(k) Utilize the Website in any manner whatsoever that constitutes or could reasonably lead to a violation of any applicable federal, state, local, or international laws, rules, or regulations.
13. SERVICE AVAILABILITY AND MODIFICATIONS
Drop Day Distro reserves the right, exercisable in its sole discretion, to modify, suspend, or discontinue any aspect of the Services, the Website, or any features, media, content, products, software, or services offered thereon, at any time and without prior notice or liability to User. The content and offerings available via the Website may become outdated, and Drop Day Distro makes no commitment to update such aspects. Drop Day Distro provides no representations or warranties regarding the continuous availability of the Website or Services and reserves the right to discontinue the Service entirely at any time, with or without notice. User acknowledges and agrees that User is solely responsible for creating and maintaining independent backup copies of any elements of Your Content uploaded to the Website or otherwise delivered to Drop Day Distro.
14. REPRESENTATIONS AND WARRANTIES
(a) Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) It possesses the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder. (ii) Its execution and performance of this Agreement will not conflict with or interfere with any pre-existing commitment or obligation, and no prior agreement entered into by it will impede the performance of its obligations under this Agreement. (iii) It shall perform all of its obligations under this Agreement in strict compliance with all applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.
(b) Representations and Warranties by User. User represents and warrants to Drop Day Distro that: (i) User possesses the full right, power, and authority to act on behalf of any and all owners of any right, title, or interest in and to Your Content (including all musical works embodied therein) and is duly authorized to provide Your Content to Drop Day Distro for the uses specified in this Agreement. For the avoidance of doubt, if User is acting on behalf of an artist, band, group, corporation, or other entity, User hereby represents and warrants that User is fully authorized to enter into this Agreement on behalf of such entity and to grant all rights and assume all obligations, covenants, representations, and warranties set forth herein. (ii) User owns or controls all necessary rights in and to Your Content required to make the grant of rights, licenses, and permissions herein, including valid permissions to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to utilize such individualâs identifying or personal information as contemplated by this Agreement. (iii) The use, reproduction, distribution, performance, display, or other exploitation of Your Content (including any musical works embodied therein) by Drop Day Distro and its Licensees as contemplated by this Agreement will not infringe upon or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, neighboring rights, moral rights, contract rights, or any other intellectual property or proprietary rights. (iv) To the extent User is a songwriter (in whole or in part) of any musical works embodied in Your Content, User possesses the full right, power, and authority to grant the rights set forth herein, notwithstanding any agreements User may have with any Performing Rights Organization (PRO), collective management organization (CMO), or music publisher. User is solely responsible for taking all necessary steps to inform any relevant PRO, CMO, or music publisher of the royalty-free license granted herein to Drop Day Distro and its Licensees for the public performance and communication to the public of Your Content (including Clips). User warrants that no fees or payments whatsoever shall be due to any PRO, CMO, or music publisher for the uses of the musical works in Your Content when exploited by Drop Day Distro or its Licensees as authorized under this Agreement. (v) User has not assigned or exclusively licensed any rights in the sound recordings embodied in Your Content to any third party (e.g., a record label) in a manner that would conflict with the rights granted to Drop Day Distro herein.
15. DISCLAIMER REGARDING SALES AND LICENSEE PERFORMANCE
Drop Day Distro makes no representations, warranties, or guarantees regarding any minimum level of sales, distribution, usage, or revenue generation related to Your Content. Furthermore, Drop Day Distro cannot guarantee the performance of any Licensee under any agreement entered into for the sale, distribution, or licensed use of Your Content, including the timely payment of royalties owed to Drop Day Distro. In the event a Licensee fails or refuses to remit payments due to Drop Day Distro for the exploitation of Your Content, User agrees that Drop Day Distro has no obligation to initiate legal action against such Licensee, and User shall assume sole responsibility for pursuing and collecting any such outstanding payments directly from the non-compliant Licensee upon Drop Day Distro's request.
16. INDEMNIFICATION
(a) Indemnification Obligation. User hereby agrees to indemnify, defend, and hold harmless Drop Day Distro, its affiliates, officers, directors, employees, agents, Licensees, and customers of Licensees exercising rights consistent with this Agreement (collectively, the "Indemnified Parties"), from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, reasonable legal costs and attorneysâ fees) (collectively, âClaimsâ) arising out of or relating to: (i) any breach or alleged breach by User of any warranty, representation, covenant, or agreement made in this Agreement or any applicable Addenda; (ii) any Claims asserted by third parties, including but not limited to PROs, CMOs, music publishers, contributors to sound recordings (including unions, guilds, musicians, vocalists, engineers), or any other party, concerning the use, misuse, or exploitation of Your Content, including claims related to public performance rights, mechanical rights, intellectual property rights (such as trademark or copyright), rights of privacy or publicity; (iii) any act, error, or omission committed by User or any person or entity acting on User's behalf or under User's direction or control; and (iv) Your Content itself and any use or exploitation thereof as contemplated under this Agreement. User agrees to reimburse the Indemnified Parties on demand for any payments made or expenses incurred at any time with respect to any Claims subject to this indemnification provision. Pending the resolution of any Claim, Drop Day Distro reserves the right, exercisable at its election, to withhold payment of any monies otherwise payable to User hereunder in an amount reasonably determined by Drop Day Distro to cover User's potential liability pursuant to this Section.
(b) Indemnification Procedure. Upon receiving an indemnification request from an Indemnified Party, User may be permitted, at the Indemnified Party's discretion, to assume control of the defense, disposition, or settlement of the matter at User's sole expense. However, User shall not, without the Indemnified Party's prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by, or imposes any non-monetary conditions or obligations upon, any Indemnified Party. If an Indemnified Party reasonably concludes that User is not adequately defending its interests, such Indemnified Party shall have the option to assume control of the defense through counsel of its own choosing, and all associated costs (including attorneys' fees and court costs) shall be borne by User.
17. DISCLAIMER OF WARRANTIES
(a) THE WEBSITE, THE SERVICES, AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION THEREWITH ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES REGARDING CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DROP DAY DISTRO AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM DROP DAY DISTRO OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. DROP DAY DISTRO DOES NOT WARRANT THAT THE WEBSITE, ANY PART THEREOF, OR ANY SERVICES PROVIDED WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, NOR DOES IT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. USER UNDERSTANDS AND AGREES THAT ANY USE, ACCESS, DOWNLOAD, OR OBTAINMENT OF INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ASSOCIATED PLATFORMS, AND THE OFFERING OF YOUR CONTENT VIA THE SERVICES, IS DONE AT USER'S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO PROPERTY (INCLUDING COMPUTER SYSTEMS OR DEVICES) OR LOSS OF DATA RESULTING THEREFROM.
18. LIMITATION OF LIABILITY; BASIS OF THE BARGAIN
(a) IN NO EVENT SHALL DROP DAY DISTRO BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TERMINATION THEREOF, OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF DROP DAY DISTRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DROP DAY DISTRO SHALL NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS, OR DAMAGES ARISING FROM THE FAILURE OF ANY LICENSEE TO REMIT PAYMENTS DUE FOR THE USE OR MISUSE OF YOUR CONTENT. DROP DAY DISTRO'S TOTAL AGGREGATE LIABILITY TO USER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID BY DROP DAY DISTRO TO USER PURSUANT TO THIS AGREEMENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH USER'S CLAIM AROSE.
(b) APPLICABLE LAW MAY NOT PERMIT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO USER. IN SUCH JURISDICTIONS, USER AGREES THAT BECAUSE THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN USER AND DROP DAY DISTRO, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, DROP DAY DISTRO'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. USER ACKNOWLEDGES THAT DROP DAY DISTRO WOULD NOT BE ABLE TO OFFER THE SERVICES ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
19. DISPUTE RESOLUTION
(a) Mandatory Arbitration. User and Drop Day Distro, including respective subsidiaries, affiliates, predecessors, successors, and assigns, agree that arbitration (except for matters eligible for small claims court) shall be the exclusive means of resolving any disputes or claims arising out of or relating to this Agreement or User's use of the Services ("Disputes"). Arbitration is less formal than a lawsuit, utilizing a neutral arbitrator instead of a judge or jury, involving more limited discovery, and subject to very limited judicial review. The arbitrator can award the same damages and relief available in court. Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision.
(b) Arbitration Procedure. A party seeking arbitration must first send a written Notice of Dispute ("Notice") to the other party via certified mail. The Notice to Drop Day Distro must be addressed to: [Drop Day Distro, LLC / ATTN: Legal / 7901 4th Street N STE 300/ St. Petersburg, FL / 33702] ("Notice Address"). The Notice must describe the nature and basis of the Dispute and the specific relief sought ("Demand"). If the parties do not resolve the Dispute within thirty (30) days after the Notice is received, either party may commence arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (the "AAA Rules"), as modified by this Agreement. AAA Rules and forms are available at www.adr.org. If User initiates arbitration and the Demand is less than US$1,000, Drop Day Distro will reimburse User's confirmed payment of the AAA filing fee upon receipt of the Notice and proof of payment, unless the arbitrator determines the claim is frivolous.
(c) Arbitration Conduct. The arbitration shall be conducted in English by a single, independent arbitrator appointed according to AAA Rules. The parties agree to streamline the process as follows: (i) the arbitration may be conducted by telephone, online, or based solely on written submissions, at the initiating party's election; (ii) the arbitration shall not require personal appearances unless mutually agreed; and (iii) judgment on the arbitrator's award may be entered in any court of competent jurisdiction.
(d) Class Action Waiver. USER AND DROP DAY DISTRO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC WAIVER IS FOUND UNENFORCEABLE, THE ENTIRETY OF THIS SECTION 19(a)-(e) SHALL BE NULL AND VOID.
(e) Arbitrator's Decision. The arbitrator shall issue a written decision including the essential findings and conclusions upon which the award is based, typically within 120 days of appointment (extendable by 30 days for good cause). Proceedings shall be confidential and records sealed, except as necessary for court confirmation. The arbitrator shall apply Florida law.
(f) Governing Law. This Agreement and any Disputes shall be governed by the substantive laws of the State of Florida, without regard to its conflict of law principles. If the Mandatory Arbitration provision is deemed void, Disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Manatee County, Florida, and the parties consent to personal jurisdiction and venue therein.
(g) Equitable Relief. This Section 19 does not preclude Drop Day Distro from seeking injunctive or other equitable relief in court. User acknowledges that any harm caused by a breach by Drop Day Distro will not entitle User to injunctive relief, and User's sole remedy shall be for monetary damages, subject to the limitations herein.
(h) Statute of Limitations. Any cause of action arising out of or related to this Agreement or the Services (excluding indemnification claims) must commence within one (1) year after the cause of action accrues; otherwise, it is permanently barred.
(i) Improperly Filed Claims. Claims must be resolved per this Section 19. If User files a claim contrary to this Section, Drop Day Distro may recover attorneys' fees and costs up to US$5,000, provided Drop Day Distro notified User in writing of the improperly filed claim and User failed to promptly withdraw it.
20. MISCELLANEOUS PROVISIONS
(a) Relationship of Parties. The relationship between User and Drop Day Distro is solely that of independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship, nor does it impose any fiduciary duty upon Drop Day Distro. (b) Entire Agreement. This Agreement, together with the TOS and any applicable Addenda incorporated by reference, constitutes the complete and exclusive understanding and agreement between the parties concerning the subject matter hereof, superseding all prior and contemporaneous agreements, understandings, representations, and warranties, both written and oral. Prior elections regarding distribution scope remain effective under this Agreement. This Agreement may only be amended as provided herein. (c) Waiver; Severability. No waiver of any term or condition hereof shall be deemed a further or continuing waiver of such term or condition or any other term or condition. If any provision is found unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be deemed modified to the minimum extent necessary to comply with applicable law, consistent with the original commercial intent. (d) Binding Effect. This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns. (e) Notices. All notices, approvals, requests, or other communications hereunder shall be in writing and delivered electronically to the email addresses provided upon registration (as updated) or, if necessary, by other means at Drop Day Distro's discretion, including posting on the Website. Notices are deemed delivered upon transmission or posting. (f) Rights Cumulative. All rights and remedies provided under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity, to the extent permitted by law. (g) Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement. (h) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted assigns. Nothing herein confers any legal or equitable right, benefit, or remedy upon any other person or entity. (i) Assignment. User may not assign this Agreement or any rights or obligations hereunder without Drop Day Distro's prior written consent. Drop Day Distro may freely assign this Agreement and its rights and obligations hereunder without restriction. (j) Prevailing Language. This Agreement is executed in the English language. In the event of any discrepancy between the English version and any translated version, the English language version shall govern and control. Translated versions are provided for convenience only.
21. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings ascribed below:
(a) âAuthorized Territoryâ means the geographic territory or territories designated by User during the registration process, or the entire universe if no limitation is specified. (b) âDrop Day Distro Widgetâ means any software application, link, code, script, or instruction provided by Drop Day Distro that User or an authorized representative may embed or place on third-party websites (including social media platforms) or utilize on Hardware, enabling access to or streaming of Your Content hosted by or on behalf of Drop Day Distro. (c) âConsignment Serviceâ means the service enabling the marketing and sale of Physical Products via the Website or Drop Day Distro partners on a consignment basis. (d) âCopyright Management Informationâ means metadata embedded in or associated with a Digital Master, such as album title, song title, ISRC, label name, etc. (e) âDigital Download and Distribution Serviceâ means the online services operated by Drop Day Distro for the sale, distribution, licensing, or other exploitation of digital content via the Website or Licensee platforms. (f) âDigital Master(s)â means digital copies of Your Content. (g) âDigital Performance Rightsâ means the rights required to perform a copyrighted work publicly via digital audio transmission. (h) âDigital Performance Rights Administration Serviceâ means the service whereby Drop Day Distro administers and collects royalties derived from the exploitation of Digital Performance Rights in submitted sound recordings. (i) âLicenseeâ means any third-party entity authorized by Drop Day Distro to market, distribute, license, sell, or otherwise exploit Your Content (e.g., digital service providers like Apple Music, Spotify; webcasters). (j) âMLC Serviceâ means the service for collecting digital audio mechanical royalties via The Mechanical Licensing Collective (MLC) pursuant to the MLC Addendum. (k) âPhysical Productâ means Your Content embodied in a tangible medium (e.g., CD, LP, DVD). (l) âPublishing Serviceâ means the music publishing administration service provided pursuant to the Publishing Administration Addendum. (m) âService(s)â means individually or collectively the Digital Download and Distribution Service, Consignment Service, Publishing Service, Social Video Monetization (SVM) Service, MLC Service, SoundExchange Service, and Sync Distribution Service. (n) âSocial Video Monetization (SVM) Serviceâ means the service related to generating revenue from advertising associated with audiovisual works embodying Your Content, pursuant to the SVM Addendum. (o) âSoundExchange Serviceâ means the service for collecting digital performance royalties via SoundExchange, Inc. pursuant to the SoundExchange Addendum. (p) âSync Distribution Serviceâ means the service enabling Your Content to be made available for synchronization licensing pursuant to the Sync Distribution Addendum. (q) âThreshold Amountâ (or âPay Pointâ) means the minimum account balance (initially US$25, subject to change by User above this minimum, or by Drop Day Distro to comply with banking requirements) required to trigger a payment remittance to User. (r) âYour Contentâ means all sound recordings, audiovisual works (and the musical works embodied therein), artwork, photographs, liner notes, metadata, and other related materials provided by User to Drop Day Distro, for which User owns or controls all necessary rights for the grants and authorizations under this Agreement.
22. REFUND POLICY
(a) General Policy. All transactions for Services rendered under this Agreement are considered final. Owing to the nature of digital distribution and associated services, Drop Day Distro does not issue refunds subsequent to the completion of a transaction. User's purchase of any Service constitutes acknowledgment and acceptance of this non-refundable policy.
(b) Enumerated Non-Refundable Services. Without limiting the generality of Section 22(a), the following specific fees and Services are expressly designated as non-refundable under any circumstances: (i) Music Distribution Fees: Fees associated with the submission of Your Content for distribution to third-party platforms are non-refundable once submission has commenced. (ii) UPC & ISRC Codes: Fees pertaining to the procurement or assignment of Universal Product Codes (UPCs) and International Standard Recording Codes (ISRCs) are non-refundable. (iii) Promotion & Marketing Services: Fees for any promotional packages, playlist pitching, advertising campaigns, or related marketing services are non-refundable upon initiation of such services. (iv) Subscription or Membership Fees: Payments made for recurring subscription or membership plans are final. No refunds or credits shall be provided for partial or unused subscription periods. (v) Ancillary Processing Fees: Fees associated with expedited processing, manual review, or similar administrative services are non-refundable.
(c) Limited Exceptions. Notwithstanding the foregoing, refunds may be considered, in Drop Day Distro's sole discretion or as mandated by applicable law, only under the following specific circumstances: (i) Verifiable billing errors resulting in duplicate charges attributable solely to Drop Day Distro's billing system. (ii) Complete non-delivery of a purchased Service where such non-delivery is directly and solely attributable to a failure on the part of Drop Day Distro. (iii) Instances where a refund is explicitly required by binding applicable law within the User's jurisdiction.
(d) Chargebacks and Payment Disputes. Initiation of a chargeback or payment dispute by User with their financial institution concerning fees paid to Drop Day Distro may result in the immediate suspension or permanent termination of User's Account and access to Services, at Drop Day Distro's sole discretion. Users are strongly encouraged to contact Drop Day Distro's support department via contact@dropdaydistro.com to seek resolution of any billing discrepancies or service issues prior to initiating a formal chargeback or dispute.
(e) Inquiries. Questions pertaining to this Refund Policy may be directed to Drop Day Distro via electronic mail at contact@dropdaydistro.com or via postal mail at the Notice Address specified in Section 19(b).
(f) Acceptance. User's utilization of the Services signifies agreement to and acceptance of the terms stipulated within this Refund Policy.