Content License and Distribution Terms

Effective as of January 26th, 2015

  1. Introduction.

This 101 Distribution, LLC Content License and Distribution Terms (these “Terms”) is a legal agreement between you and 101 Distribution, LLC, an Arizona limited liability company (“101 Distribution,” “we,” “us” or “our”), providing, among other things, the terms and conditions for your access and use of 101 Distribution’s web site, http://www.101d.com (the “Site”), our distribution, sales, promotion and other commercial use of content you submit to 101 Distribution (collectively, the “Services”), our performance of the Services via the Site or otherwise, and your license of certain intellectual property rights to us. These Terms supplement and do not limit our Privacy Policy (collectively with these Terms, the “Agreements”), which you have already accepted by accessing and/or using the Site, and which these Terms incorporate by reference. In the event of a conflict between these Terms and any other agreements between you and 101 Distribution, unless provided otherwise in a signed writing between you and 101 Distribution, these Terms shall govern.

 

BY CLICKING “I AGREE” YOU UNCONDITIONALLY CONSENT TO BE BOUND BY AND BECOME A PARTY TO THESE TERMS, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, A GROUP, A CORPORATION OR OTHER ENTITY, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, GROUP, CORPORATION, OR OTHER ENTITY ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. ALSO, BY CLICKING “I AGREE”, YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED AS TO YOUR RIGHT TO CONSULT INDEPENDENT LEGAL COUNSEL REGARDING THESE TERMS AND AGREE TO THE TERMS AS OF THE EFFECTIVE DATE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THESE TERMS, DO NOT CLICK "I AGREE". THE “EFFECTIVE DATE” OF THESE TERMS IS THE FIRST DATE ON WHICH YOU CLICK “I AGREE”.

  1. What These Terms Cover.

  2. These Terms provide for, among other things, the digital distribution and other rights in and to all copyrights or other intellectual property rights associated with the content you submit to 101 Distribution, including any and all current and future sound recordings, audiovisual recordings, and any underlying musical compositions embodied in such content (the “Content”) that you provide to us via the Site. Additionally, these Terms cover all other Licensed Materials and the rights thereto, including without limitation, album covers and other artwork, image files, marketing materials, trade names, trademarks, metadata, and logos, etc., that you submit to 101 Distribution (“Licensed Materials”). Together, the Content and the Licensed Materials shall be referred to collectively as the “Licensed Materials.” You may from time to time elect to add to the Licensed Materials by logging into your Account on 101 Distribution and supplying new Licensed Materials or amending existing Licensed Materials, the submission or amendment of which shall be subject to the terms of the Agreements.

  3. Account Information.

In connection with the Services, you may be required to create a 101 Distribution account (“Account”) for yourself and/or any entity for which you are acting as the authorized representative. In connection with the Account, or for other reasons, you may provide us with personal, identification, payment, or other Account-related information, for example, a member name, contact information (including at least a valid email address and phone number), a password, tax related details, and your credit card or other payment information, as we determine reasonably necessary or convenient to facilitate the Services (the “Account Information”). You agree to provide current, accurate and complete Account Information when requested, and to maintain the Account Information current, accurate and complete during the Term. We agree to protect the privacy of the Account Information in accordance with our Privacy Policy.

You may update any of your Account Information, including payment information, by going to https://console.101distribution.com/v4/.

  1. Submission of Licensed Materials.

You agree that all Licensed Materials you submit will be submitted at your sole expense and in the format(s) we require for Third Party Distribution (as defined below). We, in our sole and absolute discretion, reserve the right to reject any materials (including, without limitation, Licensed Materials) that you submit, for any reason or for no reason. You may discover descriptions of the format(s) we require on the Site, or (if not on the Site) request any missing description from us.

  1. Term.

For each separately distributed content title within the Licensed Materials that is made available through Third Party Distribution, if any, these Terms shall commence on the Effective Date and shall continue for a mandatory period of one (1) year (“Initial Term”) following the date that you submit the individual track, album or video work title to us for Third Party Distribution, followed by automatic renewal of these Terms for consecutive one (1) year periods (“Renewal Term”) on each subsequent anniversary of the initial submission date unless either you, by submitting information through a user interface we provide on the Site, or we, by sending you an email, submit notice of termination, no later than thirty (30) days before the end of the Initial Term or Renewal Term. Any such separately distributed content title for which timely notice of termination is provided shall be considered withdrawn from the Licensed Materials as of midnight following expiration of the applicable Initial Term or Renewal Term, Arizona time.

 

For avoidance of doubt, the Term of these Terms shall begin on the Effective Date and continue until termination of the last Initial Term or Renewal Term of every content title within the Licensed Materials. A content title may include, but is not limited to, a music track, a music album, a video work title, a video clip, a music video, or any specific collection of any of the foregoing.

  1. Grant of Rights.

You hereby grant to 101 Distribution and its affiliates and distribution partners the following rights during the Term:

 

(a) the non-exclusive right and authorization, but not any obligation, to copy, distribute, license, sell, promote, publicly perform, make derivative works, and otherwise use the Licensed Materials, including the underlying composition(s) embodied therein, throughout the Universe as part of the Services, via the Site or otherwise. For example, and not by way of limitation, 101 Distribution may exercise the granted rights in any and all media or formats now known or hereafter devised, (i) for use by Internet consumer stores, social media platforms, digital retailers (collectively, the “Internet Stores”), whether through Internet sites, mobile or online services and other entities distributing entertainment products in a digital format, (ii) audio and/or audiovisual works, including in commercial advertisements, theatrical motion picture films, free, cable and pay per view television, video games, websites, branded content, mobile/tablet applications, and (iii) any other third-party services available to you through 101 Distribution (collectively, “Third Party Distribution”); and

 

(b) the non-exclusive right to collect all revenue derived from operation of the Site or from the Third Party Distribution of your Licensed Materials, including but not limited to acting as your authorized sound recording copyright owner representative (whether pursuant to law, industry agreement or otherwise from any sound recording collection bodies), unless we receive written notice from you that the revenue has already been collected as of the Effective Date; and

 

(c) the non-exclusive right and authorization to use the Licensed Materials, including without limitation the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied in the Licensed Materials, in connection with the Services.

 

You acknowledge that in providing the Services and payments hereunder, 101 Distribution may be required to enter into certain agreements with various Internet Stores or other third parties. The selection of these Internet Stores or other third parties shall be within the sole discretion of 101 Distribution. A current list of Internet Stores will be provided by 101 Distribution upon written request. However, you have the right to choose to withhold any part of the Licensed Materials from any Internet Store by selecting the appropriate option in your Account upon activation and prior to such part of the Licensed Materials’ release date. You agree that these Terms shall be subject to any applicable terms and conditions of such other agreements that 101 Distribution enters into with respect to such Internet Stores.

 

101 Distribution does not guarantee successful sales or other commercial exploitation of the Licensed Materials, which will depend on consumer preference, nor on the inclusion or participation of any given Internet Store. 101 Distribution reserves the right in its sole discretion to decline to engage in business with any given Internet Store.

 

You expressly acknowledge that certain Internet Stores may, with respect to audiovisual recordings, require that your audiovisual recordings be made available on their websites at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, such Internet Stores may have the right to discontinue the availability of said audiovisual recordings in their store(s). 101 Distribution will, upon your written request, provide you with the current specifics of such requirements.

  1. Payments.

  2. 101 Distribution will pay you one hundred percent (100%) of 101 Distribution’s actual receipts of revenue derived from Third Party Distribution of your Licensed Materials, less applicable taxes, fees, or other charges (“Net Income”). 101 Distribution will also have the right to deduct from Net Income any licensing fees and royalties that we, for ourselves or on your behalf, are required to pay to song publishing licensors and compulsory mechanical licensors. To the extent that you owe any amounts to 101 Distribution as permitted under these Terms, the Site, or otherwise, including, but not limited to Fees (as defined below), 101 Distribution shall have the right to deduct such amounts from any Net Income otherwise payable to you.

  3. For digital download sales in the United States and abroad, Net Income typically includes the mechanical royalty on the underlying composition that we receive. In the case of the iTunes Match service, Net Income includes a publishing portion that covers both the mechanical and public performance royalties that we receive. If you do not own or control the underlying composition(s) in your sound recording(s), it is your obligation to pay these publishing royalties to the person or entity that does. Outside of the United States, 101 Distribution customarily requires Internet Stores to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the Internet Store concerned from the proceeds payable to 101 Distribution). If any Internet Store outside of the United States does not agree to secure and pay for music publishing licenses, 101 Distribution shall have the right, in its sole discretion, to either (i) decline to license such Internet Store, or (ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such Internet Store’s use of the Licensed Materials, which license fees 101 Distribution shall have the right to deduct from amounts payable to you hereunder. To the extent that 101 Distribution is required or elects, in its sole discretion, to pay any of the foregoing amounts, such payments will be deducted from any amounts otherwise payable to you hereunder.

  4. Net Income will be posted to your Account in a timely fashion after 101 Distribution’s receipt thereof. Once payment has been credited to your Account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made, and any lawsuit commenced, no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law

  5. We may place Net Income posted to your Account in an interest bearing bank account pooled with the Net Income of other 101 Distribution customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Net Income that 101 Distribution handles as your agent and places in any such pooled account. In consideration for your use of the Services, you irrevocably transfer and assign to 101 Distribution any ownership right that you may have in any interest that may accrue on Net Income that we may receive, until you withdraw the Net Income from such pooled account, or it is otherwise paid to you.

In the event that 101 Distribution discovers, in its good faith discretion, reason to suspect that your Account is being used to facilitate any illegal activity, including but not limited to fraud or infringement of intellectual property rights, we may discontinue the posting of Net Income to your Account and block your ability to otherwise withdraw funds therefrom until we determine to our satisfaction that the Net Income is not resulting from any illegal activity. Furthermore, you agree that such Net Income will be forfeited by you to our benefit if we determine, in our good faith discretion, that such Net Income is more likely than not resulting from an illegal action by you or any agent acting on your behalf. To the extent that we determine the illegal activity is caused by your or your affiliates actions or omissions, we may further deduct any costs we have incurred (including legal fees and expenses) in connection therewith from any Net Income otherwise payable to you hereunder. Third Party Distribution parties may also have policies related to illegal activity, and you agree that it is your responsibility to investigate and comply with such policies, if any, entirely at your own cost and expense.

  1. Set-Up Fees.

In consideration of the Services rendered hereunder, all Licensed Materials submitted by you and distributed by us through Third Party Distribution [or via the Site], we require that you pay a one-time set up for the Licensed Materials (the “Set-Up Fee”). You expressly agree that 101 Distribution is authorized to deduct your Set-Up Fee, any applicable tax and other charges you may incur in connection with your use of the Services, directly from your Account or charge such fees to the payment method you designate in connection with your Account if said Set-Up Fees are deferred. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your Account by you or anyone else using your Account.

 

If you notify us in writing that you are terminating an Initial Term or Renewal Term pertaining to any portion of the Licensed Materials, commencing when the termination is effective we will cease charging your Account for such terminated portion of the Licensed Materials if applicable, and remove such terminated portion of the Licensed Materials from each of the Internet Stores and the Site, as applicable. You will not be entitled to reimbursement of any pre-paid Fees with respect to any terminated portion of the Licensed Materials. If for any reason you fail to make a payment or a payment is reversed after agreeing to these Terms, we may recoup, at our sole discretion, unpaid Fee(s) by any means necessary, including without limitation by keeping your account active and continuing to collect Net Income until the unpaid Fee(s) is fully recouped. It is your responsibility to notify us if your Account’s payment method has changed by making the appropriate changes to your Account settings. If you do not provide us with an effective payment method, we may disconnect or interrupt your use of the Services, at our sole discretion.

  1. Use of Streaming Players.

We may select, at our sole discretion, streaming media player, widgets, or other applications (each, a “Streaming Player”) as platforms for users to play the Content by streaming. You hereby waive any right to digital artist royalties, performance royalties or any other fees or royalties, statutory or otherwise, that we might otherwise be obligated to pay you or a third party in connection with such streaming or the use of such Streaming Players. For the avoidance of doubt, to the extent that you provide, enable, or authorize delivery of any portion of the Content outside of these Terms, you acknowledge and agree that you will be solely responsible, and we are not responsible, for fees, royalties, or any other obligation arising from such delivery. Without limiting any of the foregoing, you expressly agree to either waive music publishing royalties (if you own or control such rights) or pay any necessary royalties due to third party music publishers as a result of any such delivery outside of these Terms.

  1. Bar Codes and Universal Product Codes.

  2. We may provide you with bar codes and universal product codes (“UPCs”) free of charge, at our sole discretion. You agree to limit your use of any such codes to your own use only, and not transfer or resell any such codes. If we determine that you have transferred or resold any such codes, we may charge you Twenty-Five Dollars ($25.00) per bar code or UPC, plus any revenue made by you from such transfer or resale. We may deduct such charges from any Net Income owed to you by 101 Distribution or charge such amounts to you.

  3. License and Requirements for Use of the Site.

As long as you comply with the Agreements, 101 Distribution grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for personal non-commercial purposes or to facilitate performance of the Terms only. By accessing or using any portion of the Site, you are representing to us that you are authorized to use the Site, and you agree to take such steps as are appropriate to ensure such compliance. Any violation by you of these Terms may result in the immediate termination of your right to use the Site. 101 Distribution reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE SITE NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

 

You represent and warrant that: (a) you are 18 years of age or older, (b) you have the power to enter a binding contract with us and grant to us all rights specified herein, and are not barred from doing so under any applicable laws, (c) all of the Licensed Materials, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audiovisuals, images and any other materials furnished by you to us or relating to the Licensed Materials are owned or controlled by you, and the use thereof as described or contemplated herein and/or on the Site and/or via Third Party Distribution websites does not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and (d) We shall have the right to use the Licensed Materials in any manner permitted by these Terms free from adverse claim and without any obligation to make any payment of any nature to any person or entity other than the amounts payable to you hereunder

 

In connection with all of our use of the Licensed Materials hereunder, you shall be solely responsible for (a) all royalties due to artists, producers and other persons who performed in the making of the Content and those due to royalty participants who contributed in the making of the Licensed Materials, (b) all royalties due to any party as a result of samples included in the Content, (c) all payments that may be required under collective bargaining agreements applicable to you and your affiliates, and (d) all music publishing licenses and royalties.

 

The Site and the Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services, including, without limitation, applicable common law, all relevant statutes, and the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”). You acknowledge that potential uses of the Licensed Materials permitted under these Terms may be subject to U.S. export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the OFAC, and the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State. You warrant that you are and will remain during the Term (1) not located in any country or jurisdiction subject to OFAC sanctions (for example, as of 2015, in Iran, North Korea, Sudan, or Syria), and (2) not a denied party as specified in the regulations listed above. You agree that we may immediately terminate the Agreements without any residual payment obligation to you, for breach of your warranty under this paragraph.

 

In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and Services:

 

  1. We May Modify these Terms.

Sometimes changes in the law or changes in the relationships between 101 Distribution and our third party vendors will require us to modify, add or remove all or a portion of these Terms, which we may do from time to time, in our discretion. If we make changes to these Terms, we will post a copy of the amended Terms on http://console.101distribution.com/v4/terms.cfm. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services after those changes are posted, you will be deemed to have accepted the Terms as amended.

  1. Privacy Policy.

Unless otherwise addressed in these Terms, the Service is subject to 101 Distribution’s Privacy Policy which can be found here: http://console.101distribution.com/v4/privacy.cfm. It is important that you read and understand the terms of 101 Distribution’s Privacy Policy. 101 Distribution may cooperate with and disclose information (including your Account Information) to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement due to your use of the Services and under certain other circumstances set forth in our Privacy Policy.

  1. 101 Distribution Trademarks and Third Party Trademarks.

  2. All trademarks, service marks, trade names, domain names, slogans, taglines, logos, and other indicia of origin for 101 Distribution and its brand, including, without limitation, the 101 Distribution Circle Logo (collectively, the “101 Distribution Trademarks”) used in connection with the Services are the sole property of 101 Distribution . The Services may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to the 101 Distribution Trademarks or the trademarks of any third party. You may not copy, display or use any of the 101 Distribution Marks without the prior written permission of 101 Distribution, at its sole discretion.

  3. Indemnification.

You shall defend and indemnify 101 Distribution and any of its affiliates, including any of their respective managers, directors, shareholders, members, officers, employees and representatives, and hold them harmless against any third party claims or expenses and losses resulting from any breach of your representations and warranties or any of the agreements contained in these Terms, including reasonable attorneys' fees and expenses, and your use of the Services or the Site. Your agreement to indemnify us is in addition to other rights we have under the Terms, including without limitation all rights under Section 7 herein above.

  1. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENTS, AND THAT YOUR ACCESS TO THE SERVICES AND THE SITE IS CONDITIONED ON YOUR ACCEPTANCE OF SAID TERMS AND CONDITIONS WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THE AGREEMENTS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES OR THE SITE. YOU MAY BE DENIED ACCESS TO THE SERVICES OR THE SITE, WITH OR WITHOUT PRIOR NOTICE TO YOU, FOR NONCOMPLIANCE WITH ANY PROVISION OF THE AGREEMENTS.

 

THE SERVICES ARE PROVIDED BY 101 DISTRIBUTION ON AN “AS IS” AND “AS AVAILABLE” BASIS. 101 DISTRIBUTION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON OR AVAILABLE THROUGH THE SERVICES, YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND THE SITE IS AT YOUR SOLE RISK. 101 DISTRIBUTION DOES NOT WARRANT THAT THE SERVICES, THE SITE, ITS SERVERS, OR E-MAIL SENT FROM 101 DISTRIBUTION ARE FREE OF VIRUSES, INTERFERENCE, HACKING OR OTHER HARMFUL COMPONENTS AND 101 DISTRIBUTION DISCLAIMS ANY LIABILITY RELATING THERETO. WITHOUT PRIOR NOTICE, 101 DISTRIBUTION MAY MODIFY, SUSPEND, OR DISCONTINUE THE SERVICES (INCLUDING ANY AUTHORIZED CONTENT) OR YOUR USE OF THEM. WHENEVER 101 DISTRIBUTION ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE SERVICES, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

 

101 DISTRIBUTION WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

 

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. 101 DISTRIBUTION DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

 

SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE 101 DISTRIBUTION SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT 101 DISTRIBUTION ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

 

You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Services, the site, or any Third Party content is to stop using the Services, the site and Third Party content.

 

  1. Electronic Communications.

All agreements, notices, disclosures and other communications that we provide to you electronically, or that you provide to us electronically, shall be deemed to satisfy any legal requirement that such communications be in writing. “Electronically” means by email from you to our most recent email address specified in these Terms or in future amended Terms, by email from us to your most recent email address specified in your Account Information, or from us to you by posting to a portion of the Site that is displayed to you when visiting the Site.

  1. Applicable Law and Assignment.

The laws of the State of Arizona, without regard to principles of conflict of laws, govern these Terms and any dispute of any sort that might arise between you and 101 Distribution. You will not sublicense, assign, or transfer the Agreements or any rights granted to you under the Agreements. Any attempt to sublicense, assign, or transfer any of your rights, duties, or obligations in violation of the provisions of these Terms is void.

  1. Dispute Resolution.

You and 101 Distribution agree that any dispute, claim or controversy arising out of or relating in any way to the Agreements, shall be determined by mandatory, binding arbitration in Phoenix, Arizona; provided, however, that with respect to any claims (a) seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) related to allegations of theft, piracy or unauthorized use of the Services (collectively, the “Special Claims”), such Special Claims are not subject to mandatory, binding arbitration. Instead, you and 101 Distribution agree that these Special Claims shall be exclusively decided by courts of competent jurisdiction in Phoenix, Arizona, and that applicable Arizona and/or Federal law shall govern, without regard to choice of law principles. You agree that these Agreements involve interstate commerce and are subject to the U.S. Federal Arbitration Act, which governs the interpretation and enforcement of this provision, and that you and 101 Distribution are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of these Agreements and the termination of your 101 Distribution account. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by these Agreements, and as administered by the AAA.

 

YOU AND 101 DISTRIBUTION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief.

 

Any arbitration must be commenced by filing a demand for arbitration with the AAA within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA’s Rules with the remainder paid by 101 Distribution. Any arbitration costs or fees deemed “excessive” will be paid by 101 Distribution.

 

  1. Entire Agreement.

  2. These Agreements constitute all the terms and conditions agreed upon between you and 101 Distribution and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of the Agreements in any written or oral communication from you to 101 Distribution are void. You represent that you have not accepted the Agreements in reliance on any oral or written representations made by 101 Distribution that are not contained in the Agreements.

  3. Severability.

  4. Should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.

  5. Contact Us.

101 Distribution welcomes your questions or comments regarding these Terms. All notices to us required to be in writing shall be transmitted to our email address stated below:

 

 

Email Address: info@101d.com

 

 

Other communications may also be directed to the above email address, or made via the mailing address or phone number provided below:

 

101 Distribution, LLC

2375 East Camelback Road, 6th Floor

Phoenix, Arizona 85016

 

Telephone number: 602.357.3288

 

  1. Headings.

The headings and captions of the Terms are for convenience only, and shall be disregarded in any determination of the meaning of the Terms or intentions of the parties.

  1. No Waiver.

No breach of any provision of the Terms shall be deemed waived, except by the express written consent of the party not in breach.

T: 602.357.3288 E: info@101d.com M: 2375 East Camelback Road, 6th Floor, Phoenix, AZ 85016
Systematically eliminating the influence of major label bureaucracy, one independent release at a time. © 1997-2015 101 Distribution, LLC. All rights reserved.
Still Serving 3,300 retail stores worldwide and dozens of legal download services. Music + Film Distribution Made Easy. We are 101 Distribution.
Login | Help | Terms of Use | Privacy Policy
ADVERTISEMENT
ADVERTISEMENT