(LAST UPDATED JANUARY, 2018)

The following Terms of Use (the "Terms") are a binding agreement between you, either a fan ("Fan"), recording artist, band or group ("Artist"), a business user such as a record label, publisher or manager ("Business") or other subscriber, customer, member, or user ("you", or collectively "Users"), being either an individual of at least 18 years of age or a single entity, and ClearTracks Media, Inc. ("ClearTracks") regarding your use of the ClearTracks web site located at www.ClearTracks.com (the "Site") and other web sites, services and networks owned or controlled by ClearTracks or its affiliates that allow for the licensing, distribution, streaming and reception of video, audio, and other media content (the "ClearTracks Service").

By accessing the ClearTracks Service and/or by clicking "I agree", you agree to be bound by these Terms. You hereby represent and warrant to ClearTracks that you are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements, and that you agree to be bound by the following Terms. If you use the ClearTracks Service on behalf of a business entity, you hereby represent to ClearTracks that you have the authority to bind that business entity and your acceptance of these Terms of Use will be treated as acceptance by that business entity. In that event, "you" and "your" will refer to that business entity in these Terms.

When using the ClearTracks Service, you will be subject to any additional posted policies, guidelines or rules applicable to specific services and features which may be posted from time to time (the "Policies"). All such Policies are hereby incorporated by reference into these Terms.

When using the ClearTracks Service, you may by clicking "I agree" elect to enter into Content License Agreements featured as a part of the ClearTracks Service (collectively, "ClearTracks Licenses") and will in such case be subject to the terms of such ClearTracks Licenses as in effect from time to time. Where you elect to enter into a ClearTracks License, the terms of such ClearTracks License are hereby incorporated by reference into these Terms.

In the case of any inconsistency between these Terms and any other document that has been incorporated by reference herein, these Terms shall control.

ClearTracks reserves the right, at ClearTracks's discretion, to change, modify, add, or remove portions of these Terms, or to adjust the Revenue Share Rates (as defined below) or other applicable fees, at any time by posting the amended Terms, Revenue Share Rates or fees to the ClearTracks Service. Please check these Terms, Revenue Share Rates, fees and any Policies periodically for changes. Your continued use of the ClearTracks Service after the posting of changes constitutes your binding acceptance of such changes. Except as stated elsewhere, such amended Terms, Revenue Share Rates or fees will automatically be effective twenty (20) days after they are initially posted on the ClearTracks Service.

1. Ownership of Materials; Limited License

1.1 The data and materials on the ClearTracks Service, except Your Content (as defined below), including, without limitation, the text, graphics, interactive features, logos, photos, music, videos, software, and all other audible, visual, downloadable or streamable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the ClearTracks Service (collectively, the "Materials") are the intellectual property of ClearTracks, its licensors and its suppliers. The Materials are protected by copyright, trade dress, patent, trademark and other laws, international conventions and proprietary rights and all ownership rights to the Materials remain with ClearTracks, its licensors or its suppliers, as the case may be. All trademarks, service marks, and trade names are proprietary to ClearTracks or its affiliates and/or third party licensors. Except as expressly authorized by ClearTracks, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make use of the Materials. If, with authorization, you download or print a copy of the Materials for personal use, you must retain all copyright, trademark, or other proprietary notices. ClearTracks reserves all rights not expressly granted in and to the ClearTracks Service and the Materials.

1.2 Subject to your compliance with these Terms, ClearTracks hereby grants you a personal, limited, non-exclusive, non-transferable, freely revocable license to use the ClearTracks Service for the non-commercial viewing of, streaming of, and listening to Materials.

2. Your Content

2.1 Subject to ClearTracks's rights hereunder or under any prior agreement between you and ClearTracks, as between you and ClearTracks, all right, title, and interest in and to content you upload to, livestream through, or otherwise make available for streaming, viewing or listening through the ClearTracks Service and all copyrights and equivalent rights embodied therein, and all other materials furnished by you, including elements added to existing content under the terms of a ClearTracks License (collectively, "Your Content"), will be yours.

2.2. You represent and warrant to ClearTracks that:

(i) you have 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, but not limited to, all musical or visual works embodied in, and distribution, performance, mechanical, synchronization and reproduction rights to, Your Content, and that you are authorized to provide Your Content to us for the uses specified in these Terms and any ClearTracks License. For the avoidance of doubt, if you are acting on behalf of an Artist or Business, you hereby represent and warrant to ClearTracks that you are fully authorized to enter into these Terms and any ClearTracks Licenses on behalf of such Artist or Business and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in these Terms and any ClearTracks Licenses.

(ii) you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement.

(iii) the use, distribution, performance, synchronization, reproduction or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings and any musical or visual works broadcast through any livestream, by us and our licensees and your licensees as contemplated by these Terms and any ClearTracks Licenses will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

(iv) to the extent you are the songwriter/composer of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any performing rights organizations ("PROs"), whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our licensees and your licensees as contemplated by these Terms and any ClearTracks Licenses for the public performance and communication to the public of Your Content, including as clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by ClearTracks, our licensees and your licensees as contemplated by these Terms and any ClearTracks Licenses. For the avoidance of doubt, nothing herein shall affect the ability or right of ClearTracks or any of our licensees to remit payment to any PRO if deemed necessary or desirable.

(v) you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.

2.3. You hereby grant us and our licensees, and to other Users under and to the extent set forth in applicable ClearTracks Licenses, the non-exclusive right to:

(i) Reproduce promote, sell, distribute, and deliver Your Content as a digital master to purchasers and resellers who may use such digital masters in accordance with usage rules approved by ClearTracks and pursuant to any limitations imposed by your distribution preferences in the ClearTracks Service, through any mechanical means including, without limitation, on CDs, records, tapes, ringtones, permanent digital downloads, interactive streams and other digital configurations, locker-based music services and bundled music offerings;

(ii) Synchronize Your Content in timed relation with audio-visual images on film or videotape or on any other media;

(iii) Create derivative works of Your Content by converting Your Content into digital masters, including less than full-length versions of sound recordings (“Clips”) that can be used as authorized herein;

(iv) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and portions thereof as embodied in Clips, by means of digital audio transmissions or streaming (on an interactive or noninteractive basis) through the ClearTracks Service, a licensee website, to identify the availability of Your Content for license, sale or distribution (as applicable) and to promote Your Content, on a through-to-the-listener basis;

(v) Distribute Your Content in accordance with any applicable ClearTracks License;

(vi) Use and distribute the digital information conveying information regarding a Digital Master, including, by way of example and not limitation, the title of the applicable album, the name of the song, the ISRC code, the marketing label, and the record company name as embodied in a digital master of Your Content;

(vii) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under these Terms;

(viii) Reproduce, distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content, commonly known as a "podcast;"

(ix) Distribute and publicly perform and communicate to the public Your Content by means of streaming (on an interactive or noninteractive basis, whether tethered to a device, time limited, play limited or otherwise) in accordance with your preference selections;

(x) Stream and authorize others to stream Your Content on-demand as part of an internet radio service, on a multi-channel video programming distribution service, or via any other interactive distribution platform or technology, whether now known or hereafter developed, or as part of a non-interactive service; and

(xi) Authorize our licensees to perform any one or more of the activities specified above or in an applicable ClearTracks License.

In each case, you will notify ClearTracks if such use will require the payment of any fees or royalties to any other person including, without limitation (a) the songwriters, composers, or music publishers owning any rights in and to Your Content; (b) any performing artist(s) (including non-featured vocalists and musicians) on Your Content; (c) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label; and (d) any agents for any of the foregoing, including, without limitation, PROs and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.) (each a "Required Third Party Payment"). – ClearTracks reserves the right to refuse to post Your Content if it determines, in its sole discretion, that you do not have sufficient rights to use Your Content in the intended manner, or if such use is rendered impracticable by Required Third Party Payments or the limitations imposed by such third parties.

2.4 In addition to the foregoing, you hereby grant to ClearTracks the exclusive right (and to our licensees the non-exclusive right) on the terms (including as to term, territory, pricing, etc.) set forth by you in the ClearTracks Service, to:

(i) Use and authorize others to license the use and sale of Your Content in connection with all manner of services, such as, but not limited to, sales or licenses of Your Content as downloads;

(ii) Reproduce, distribute, and publicly display visual elements of Your Content (e.g., cover artwork, images, etc.) in connection with the promotion, advertisement, sale, and distribution of Your Content;

(iii) Create and authorize others to create fingerprints of Your Content for purposes of audio recognition if you so elect, which shall remain the property of ClearTracks and/or its third party partners; and

(iv) Use and authorize others to license the use of any related artwork, photos, liner notes, metadata and other material related to, but not including, materials relating to Your Content in perpetuity.

2.5 (i) You hereby grant to ClearTracks the non-exclusive right to use and to authorize our licensees to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to Your Content, in any marketing materials for the sale, promotion, and advertising of Your Content, which is offered for sale or other use under these Terms or any ClearTracks License (e.g., an artist name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist in connection with the exploitation of Your Content).

(ii) You hereby grant to us and our licensees the right to market, promote, and advertise Your Content as available for purchase or license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion.

3. Prohibited Uses

You hereby represent and warrant that you will not (the following shall sometimes be referred to as "prohibited uses"):

(i) upload to, stream through, or create on the Site any content that violates any law, regulation, treaty or third party right (including, without limitation, trade secret, intellectual property, privacy, or publicity rights);

(ii) publish falsehoods or misrepresentations that could damage ClearTracks or any third party;

(iii) post, upload, stream, or create any content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, vulgar, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or, in ClearTracks's sole discretion, is otherwise inappropriate;

(iv) impersonate another person or entity, whether actual or fictitious, falsely claim an affiliation with any person or entity, or access the ClearTracks Service accounts of others without permission, misrepresent the source, identity, or content of information transmitted via the ClearTracks Service, or perform any other similar fraudulent activity;

(v) use the Site for any purpose other than to access the ClearTracks Service;

(vi) circumvent, disable or otherwise interfere with security-related features of the ClearTracks Service or features that prevent, limit or restrict use or copying of any materials or another Your Content;

(vii) rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any materials, other than in connection with a ClearTracks License. For clarity, you may not assign, sell, or transfer any content on the Site other than in connection with a ClearTracks License;

(viii) delete indications or notices regarding the copyright or other proprietary rights on the ClearTracks Service or any third party content;

(ix) make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the ClearTracks Service. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

(x) use the ClearTracks Service for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

(xi) defame, harass, abuse, threaten or defraud users of the ClearTracks Service, or collect, or attempt to collect, personal information about users or third parties without their consent, or, except as expressly authorized herein or in connection with a ClearTracks License, use materials, third party content, or other content on the ClearTracks Service for any commercial use, it being understood that, other than as expressly stated herein or in connection with a ClearTracks License, the materials, third party content and other content available on the ClearTracks Service is for personal, non-commercial use only;

(xii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the ClearTracks Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

(xiii) modify, adapt, translate or create derivative works based upon the ClearTracks Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

(xiv) intentionally interfere with or damage operation of the ClearTracks Service or any User's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;

(xv) take any action that may undermine ClearTracks's rating and/or comment systems (such as displaying, importing or exporting information off the ClearTracks Service, using information on the ClearTracks Service for purposes unrelated to the ClearTracks Service, or improperly manipulating or using the ratings and comment system);

(xvi) take any action that imposes or may impose (in ClearTracks's sole discretion) an unreasonable or disproportionately large load on ClearTracks's computer server infrastructure; or

(xvii) interfere or attempt to interfere with the proper workings of the ClearTracks Service.

4. Termination; Terms of Use Violations
4.1 ClearTracks.

You agree that ClearTracks, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate any account (or any part thereof) you may have with ClearTracks or your use of the ClearTracks Service and remove and discard all or any part of your account, User profile, and any User Content, at any time. ClearTracks may also in its sole discretion and at any time discontinue providing access to the ClearTracks Service, or any part thereof (including without limitation all Materials), with or without notice. You agree that any termination or suspension of your access to the ClearTracks Service or any account you may have or portion thereof may be effected without prior notice, and you agree that ClearTracks will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies ClearTracks may have at law or in equity. As discussed herein, ClearTracks does not permit copyright infringing activities on the ClearTracks Service, and shall be permitted to terminate access to the ClearTracks Service, and remove any of Your Content or other content submitted by any Users who are found to be infringers or repeat infringers.

4.2 You.

Your only remedy with respect to any dissatisfaction with (i) the ClearTracks Service, (ii) any of these Terms, (iii) any policy or practice of ClearTracks in operating the ClearTracks Service, or (iv) any content or information transmitted through the ClearTracks Service, is to terminate these Terms and your account. You may terminate these Terms at any time by discontinuing use of any and all parts of the ClearTracks Service and providing ClearTracks written notice at the postal or email address in Section 23, below. For clarity, no fees payable by you hereunder are refundable upon termination of these Terms by you.

4.3 Survival.

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4, 5 and 12-25 as well as the terms of any ClearTracks License entered into between you and another User.

5. Copyright infringement notification

5.1. If you are a copyright owner or an agent thereof (the "Copyright Owner") and believe that any content on the ClearTracks Service infringes your copyrights, you may submit a notification pursuant to Title 17, United States Code, Section 512(c)(3), the Digital Millennium Copyright Act ("DMCA"). This notification of claimed infringement must be a written communication provided to the designated agent of ClearTracks that includes the following information:

(I) A physical or electronic signature of a person authorized to act on behalf of the Copyright Owner of an exclusive right that is allegedly infringed.

(II) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.

(III) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit ClearTracks to locate the material.

(IV) Information reasonably sufficient to permit ClearTracks to contact the Copyright Owner, such as an address, telephone number, and, if available, an electronic mail address at which the Copyright Owner may be contacted.

(V) A statement that the Copyright Owner has a good faith belief that use of the material in the manner complained of is not authorized by the Copyright Owner, its agent, or the law.

(VI) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the Copyright Owner of an exclusive right that is allegedly infringed.

5.2 ClearTracks's registered designated copyright agent to receive notifications of claimed infringement is:

ClearTracks Media, Inc.
375 South End Ave
New York, NY 10280
ATTN: Claims/Infringements Unit
copyright@cleartracks.com

5.3 Only DMCA notices should go to the designated copyright agent; any other comments, requests, or other communications should be directed to ClearTracks customer service at support@cleartracks.com. Any notification of claimed infringement that does not comply with the DMCA's requirements is invalid.

5.4 If you receive notice from ClearTracks that Your Content has been taken down pursuant to a notification of alleged infringement and believe that this takedown is improper or incorrect, you may provide ClearTracks with a counter notification. To be valid, a counter notification must be a written communication provided to ClearTracks's designated agent as mentioned in section 5.2 that includes substantially the following:

(i) Your physical or electronic signature.

(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

(iii) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

(iv) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, the jurisdiction of the Federal District Court for the Southern District of New York, and that you will accept service of process from the Copyright Owner who provided notification as mentioned in section 5.1 or an agent of such person.

5.5 ClearTracks reserves the right to terminate without notice any User's access to the ClearTracks Service if that User is determined by ClearTracks to be a "repeat infringer." In addition, ClearTracks accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

6. Registration, Accounts and Passwords

6.1 If you become a registered User and create an account on the ClearTracks Service, you agree to be responsible and/or liable for maintaining the confidentiality of passwords or other account identifiers which you choose and all activities that occur under such password or account identifiers.

6.2 You agree to notify ClearTracks of any loss of your password or account identifiers and any unauthorized use of your password or account identifiers.

6.3 Without limiting anything in this Agreement, ClearTracks will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section 6.

6.4 When you register with the ClearTracks Service, you are required to select a password and user name ("User ID"). You shall provide ClearTracks with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account. You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. ClearTracks reserves the right to refuse registration of, or cancel a User ID and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall never use another user's account without such other user's express permission. You will immediately notify ClearTracks in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

7. Subscription Fees - Fans, Artists and Businesses

Users may purchase a ClearTracks subscription, either as a Fan, Artist or Business, in order to access premium content and services for subscription fees that ClearTracks publishes for each class of subscriber from time-to-time ("Subscription Fees"). As a Fan, if you choose to subscribe, you will be charged a core subscription fee (the "Core Subscription Fee"). If you are a subscribing Artist or Business, you will pay the Core Subscription Fee as well as additional Subscription Fees. In each case, Core Subscription Fees from Fans, Artists and Businesses will be divided between Artists and ClearTracks on the basis of "subscriber share" as is more fully described below. Subscription Fees shall be charged monthly in advance to your credit card.

8. Content Pricing and Payment

Users may purchase and/or license content, products and/or services from Artists and Businesses through the ClearTracks Service, including without limitation purchases of digital downloads, streams and ClearTracks Licenses (each such purchase is a "Transaction"). All sales are final.

You warrant that if you enter into a Transaction, you shall be able to make full and immediate payment for the requested content, products or services.

As an Artist or Business, you will set the prices that will be charged for Your Content in Transactions (the "Prices") through the ClearTracks Service, and you may change the Prices at your sole discretion. Notwithstanding the preceding sentence, ClearTracks may impose certain minimum prices on content distributed through the ClearTracks Service.  ClearTracks further retains the right to redistribute previously purchased copies of Your Content to users who have, in ClearTracks’s sole determination, received a corrupted copy of Your Content, an incorrect file format version of Your Content, an incomplete copy of Your Content, or suffered a loss of Your Content through hard drive failure, damage, theft or destruction, on a no-fee basis to the User (i.e., the User is not charged a new fee for the redistribution). Consequently, no additional payments shall be due or made to you for such redistributions.

ClearTracks shall be entitled to a share of the revenue received by Artists and Businesses from Transactions (the "Revenue Share"), which shall be calculated as a percentage of the gross revenue generated by Transactions in accordance with the rates designated by ClearTracks from time to time for the plan selected by such Artist or Business. Prevailing rates for Revenue Share can be reviewed at https://www.cleartracks.com/forbusiness or https://www.cleartracks.com/forartists, as applicable, or can be obtained by contacting support@cleartracks.com (the "Revenue Share Rates"). ClearTracks shall be entitled to deduct Revenue Share from funds maintained in your account from time to time. In addition, ClearTracks may elect to impose additional fees, including for providing Your Content in different file formats.

Payments received by ClearTracks from Users for Transactions shall be credited to the relevant Artist or Business account. ClearTracks shall be under no obligation to enforce the terms of any ClearTracks License on behalf of any Artist or Business or to pursue the collection and/or payment of any amounts you may be entitled to receive in connection with Transactions.

If Your Content is resold through our licensees (including, by way of example and not limitation, iTunes, Amazon.com, eMusic, Rhapsody, and other partners), we will credit your account with all amounts actually received by ClearTracks, from which ClearTracks shall be entitled to collect a Revenue Share at the applicable Revenue Share Rate, net of sales tax or any other applicable taxes and transaction fees. Distribution fees owed to ClearTracks by any entity with whom ClearTracks has entered into a contractual relationship that are not received or collected by ClearTracks (e.g., as a result of the other party's failure to perform under a contract) are not included within the calculation set forth herein.

If Your Content is sold directly through the ClearTracks Service, we will we will credit your account with all amounts actually received by ClearTracks, from which ClearTracks shall be entitled to collect a Revenue Share at the applicable Revenue Share Rate, net of sales tax or any other applicable taxes and transaction fees. Retail sales fees owed to ClearTracks by any entity with whom ClearTracks has entered into a contractual relationship that are not received or collected by ClearTracks (e.g., as a result of the other party's failure to perform under a contract) are not included within the calculation set forth herein. ClearTracks may from time to time include Your Content in promotional offerings at discounted rates or in combination with other content.

If any use of Your Content permitted by these Terms or any ClearTracks License necessitates the payment of any Required Third Party Payment(s), then (i) you must notify ClearTracks of such Required Third Party Payment(s) and provide any information required in order for ClearTracks to track, collect and pay such Required Third Party Payment(s), including, without limitation, PRO membership information, and (iii) ClearTracks will deduct any Required Third Party Payments from any payments due to you by ClearTracks. 

You may request payment of one hundred percent (100%) of actual receipts earned from Transactions (minus any payment due to ClearTracks which ClearTracks may withhold or deduct from your account) from your ClearTracks Licenses by sending an email setting forth your request to billing@cleartracks.com.

ClearTracks retains the right, but does not have the obligation, to immediately halt the offering or sale, distribution or streaming of any content, prevent or restrict access to the Site or the ClearTracks Services or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of Company, and to correct any inaccurate listing or technical problems on the Site.

ClearTracks has the right at any time to deduct from your account any amounts due and payable to ClearTracks hereunder or under a ClearTracks License, including ClearTracks fees and ClearTracks License fees payable to other users, and/or to suspend all payment on your account in the event ClearTracks in its sole discretion deems your account or any amount therein to be in dispute.

9. Artists and Businesses - Advertising and Subscription Revenue

When you post or stream Your Content on ClearTracks, you will have the option to permit advertisements ("Ads") to be displayed with Your Content. By electing to display Ads, you permit ClearTracks to serve Ads in conjunction with Your Content in accordance with its customary procedures. ClearTracks shall have the sole discretion as to the content, timing, frequency and placement of such Ads.

ClearTracks will use its good faith efforts to accurately track the number of valid impressions of Ads displayed on or during Your Content, the number of valid clicks on Ads displayed on or during Your Content, and other valid events performed in connection with the display of Ads on Your Content, as well as the specific revenue which is actually paid to ClearTracks in respect of such Ads ("Ad Revenue").

ClearTracks will split with you Ad Revenue actually derived in connection with Your Content, at the applicable Revenue Share Rate.

ClearTracks will use its good faith efforts to accurately track the number of times Your Content is listened to, viewed or streamed by any User paying Core Subscription Fees (including Fans, Artists and Businesses). ClearTracks will split with you Core Subscription Fees actually derived in connection with Your Content on the basis of “subscriber share” (meaning that the Core Subscription Fees paid by any User, after deduction of ClearTracks percentage, at the applicable Revenue Share Rate, shall be distributed solely to the Artists and Businesses whose content that User has listened to, viewed or streamed, pro rata based on the number of listens, views or streams each such Artist or Business garners compared to the total number of listens, views or streams by such User).

You will receive a payment of your share of Ad Revenue and Core Subscription Fees related to Your Content within 30 days after the end of the calendar month in which such Ads were displayed or Core Subscription Fees paid, in each case as determined by ClearTracks in accordance with its customary procedures. If you believe that Your Content has been incorporated into content being presented by another User to earn a share of Ad Revenue and/or Core Subscription Fees, you may notify ClearTracks and request to participate in such Ad Revenue and/or Core Subscription Fees. Similarly, another User may contact us if they believe that their content has been incorporated into Your Content and derived Ad Revenue and/or Core Subscription Fees. In each such case, ClearTracks will make a good faith determination, in its sole and final discretion, as to the number of rights owners of a piece of content which has derived Ad Revenue and/or Core Subscription Fees, and the Artist’s or Business’s share of such Ad Revenue and/or Core Subscription Fees derived after such determination shall be divided equally between such rights owners.

Payments will be calculated solely based on ClearTracks accounting. Payments to Artists or Businesses may be withheld to reflect, or adjusted to exclude, any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by ClearTracks in its sole discretion. Invalid activity includes, but is not limited to, (i) spam, invalid queries, invalid impressions, clicks, streams, listens or views generated by any person, bot, automated program or similar device, including through any clicks, impressions, streams, listens or views originating from your IP addresses or computers under your control; (ii) clicks, impressions, streams, listens or views generated by payment of money, false representation, or requests for end users to click on Ads or take other actions; (iii) content served to end users whose browsers have JavaScript disabled; and (iv) clicks, impressions, streams, listens or views co-mingled with a significant amount of the activity described in (i, ii, and iii) above.

10. Payments; Offsets

In addition to our other rights and remedies, ClearTracks may (i) withhold and offset any payments owed to you under against any fees you owe ClearTracks under these Terms or any other agreement, or (ii) require you to refund ClearTracks within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld by ClearTracks, you must notify ClearTracks in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any of Your Content defaults on payment to ClearTracks, we may withhold payment or charge back your account.

To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your ClearTracks account. You are responsible for any charges assessed by your bank or payment provider.

11. Third Party Websites

This ClearTracks Service may contain links to websites or services operated by other people or companies, (collectively "Third-party Services"). Third-party Services may have their own terms or use and privacy policy or no terms of use or privacy policy at all. ClearTracks does not endorse any such Third-party Services or the information, materials, products, or services contained on or accessible through Third-party Services. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the ClearTracks Service are solely between you and such advertiser. Access and use of Third-party Services, including the information, materials, products, and services on or available through Third-party Services is solely at your own risk.

12. Privacy Policy

ClearTracks is committed to protecting the privacy of users of the ClearTracks Service. For information regarding how ClearTracks collects, uses and discloses your personal information, please see the ClearTracks Privacy Policy.

13. Disclaimer

CONTENT ON THE CLEARTRACKS SERVICE, INCLUDING WITHOUT LIMITATION, MATERIALS, AND USER CONTENT, ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY.

CLEARTRACKS MEDIA, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE CLEARTRACKS SERVICE AND DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLEARTRACKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE CLEARTRACKS SERVICE, OR ANY PART THEREOF; (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE CLEARTRACKS SERVICE; (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA ON THE CLEARTRACKS SERVICE; AND (VI) OTHER WARRANTIES RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS OF CLEARTRACKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SUPPLIERS .

FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CLEARTRACKS MAKES NO WARRANTY THAT THE CLEARTRACKS SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. THE SITE MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLEARTRACKS OR THROUGH THE CLEARTRACKS SERVICE WILL CREATE ANY WARRANTY. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE CLEARTRACKS SERVICE (INCLUDING RSS FEEDS) OR ANY THIRD-PARTY SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CLEARTRACKS, AND ITS OFFICERS', DIRECTORS', EMPLOYEES', AFFILIATES', AGENTS', LICENSORS', AND SUPPLIERS' LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. Limitation of Liability

IN NO EVENT WILL CLEARTRACKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE CLEARTRACKS SERVICE BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF: (I) THE CLEARTRACKS SERVICE, YOUR ACCESS, USE OR INABILITY TO USE THE CLEARTRACKS SERVICE; (II) ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE (INCLUDING LOSS PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE CLEARTRACKS SERVICE); (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE CLEARTRACKS SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL IDENTIFIABLE INFORMATION STORED THEREIN, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE CLEARTRACKS SERVICE BY ANY THIRD PARTY.

IN NO EVENT WILL CLEARTRACKS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE CLEARTRACKS SERVICE OR YOUR INTERACTION WITH OTHER CLEARTRACKS SERVICE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO CLEARTRACKS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

CLEARTRACKS RESERVES THE RIGHT TO ALTER, REMOVE OR DISCONTINUE ANY PORTION OF THE CLEARTRACKS SERVICE OR THE CONTENT ON THE SITE OR TO SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF CLEARTRACKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS, LICENSES OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SERVICES OR OTHERWISE BY THIRD PARTIES OTHER THAN CLEARTRACKS AND RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY REFERENCE SITES.

YOU SPECIFICALLY ACKNOWLEDGE THAT CLEARTRACKS SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, CLEARTRACKS, ITS OFFICERS', DIRECTORS', EMPLOYEES', AFFILIATES', AGENTS', LICENSORS' AND SUPPLIERS' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

15. Indemnification

You agree to indemnify, defend and hold harmless ClearTracks, its officers, directors, employees, affiliates, agents, licensors, suppliers, successors, assigns, and their past and present officers, directors and employees, representatives and agents from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of:

(i) any claim due to or arising out of your violation of these Terms, including but not limited to a claim arising out of a breach of your representations or warranties made hereunder;

(ii) your use or misuse of or access to the ClearTracks Service;

(iii) your violation of any law, regulation or third party right, including without limitation any copyright, property, or privacy right; or

(iv) any claim that you or your User Content caused damage to a third party.

ClearTracks reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify ClearTracks, and you agree to cooperate with ClearTracks' defense of these claims.

16. Release for disputes between users

ClearTracks does not control the actions of its Users. If you have a dispute with one or more Users, you release ClearTracks (and ClearTracks's officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

17. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ClearTracks without restriction.

18. Waiver and Severability

The failure to require performance of any provision shall not affect ClearTracks's right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms of Use constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of these Terms of Use is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.

19. Notice

ClearTracks may provide you with notices, including those regarding changes to ClearTracks's terms and conditions, by email, regular mail or postings on the Site. Notice will be deemed given twenty-four (24) hours after email is sent, unless ClearTracks is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if not provided by you through the Site. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Site is deemed given 20 days following the initial posting.

20. Choice of Law and Forum

These Terms shall be governed and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. Any dispute arising out of or relating to these Terms of Use or your access or use of the ClearTracks Service will be subject to the exclusive jurisdiction of the state and federal courts located within New York County in the State of New York, and you hereby submit to the personal jurisdiction of such courts. YOU AND CLEARTRACKS MEDIA, INC. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

21. Headings

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

22. Entire Agreement.

This, together with any ClearTracks Licenses in effect from time to time, is the entire agreement between you and ClearTracks relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by ClearTracks as set forth above.

23. No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

24. No Third Party Beneficiaries

The parties specifically disavow any desire or intention to create a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.

25. Disclosures

The services are offered by ClearTracks Media, Inc., 375 South End Ave., New York, NY 10280 and email: support@cleartracks.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.