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HEARO, INC. ARTIST AGREEMENT

This Artist Agreement (“Agreement”) between Hearo, Inc. (“HEARO”) and the Artist identified below sets forth the terms and conditions pursuant to which the Artist has agreed to upload musical compositions, recordings and songs (the “Musical Content”) to the HEARO website (www.hearo.fm) (the “Site”) for sale to registered users (the “Subscribers”) of the Site. This Agreement becomes effective at the moment Artist clicks “I Accept” button below (the “Effective Date”). By clicking on the “I Accept” button below, Artist agrees to be bound by the terms and conditions of this Agreement.

1. Names and Addresses of the Parties.

a.HEARO is a Delaware corporation with an address at 1270 Bobarn Drive, Penn Valley, PA. 19072.

b. is a musician with an address at , , .

2. Musical Content

a. Subject to the terms and conditions of this Agreement, Artist may upload Musical Content to Artist’s profile page or Artist’s group page from time to time during the Term. The uploaded Musical Content may be displayed on the applicable page indefinitely unless Artist or HEARO removes it or this Agreement is terminated as set forth herein. Artist shall also set the Fee for downloading a copy of a song. The Fee per downloaded copy of a song shall not exceed Ten Dollars ($10.00), or an average of Ten Dollars ($10.00) per song for an album. Prior to uploading Musical Content that will be offered for streaming or download at no charge, Artist is required to provide HEARO with a physical mailing address. If Artist will offer uploaded Musical Content for sale on the Site, then Artist will also be required to provide bank account information including, but not limited to the routing number, account number and name of the financial institution, with which HEARO will create a “Virtual Account” for Artist. Currently HEARO supports automated transfers only for U.S. financial institutions. If Artist desires to use an account located outside the U.S., then HEARO will require additional time to determine, in its sole and absolute discretion, whether such account(s) are compatible with the Services.

b. HEARO shall determine, in its sole and absolute discretion, whether to permit Artist to upload the Musical Content to the Site. HEARO has the right, but not the obligation, to review the Musical Content prior to and after uploading, including, but not limited to, comparing the Musical Content against third party databases of copyrighted music for the purpose of identifying infringing materials.

c. If HEARO permits Artist to upload the Musical Content, such content will be offered for sale on the applicable page of the Site for the applicable Fee. All attributes of such placement on the Site including, but not limited to, the placement and description of such Musical Content, shall be at HEARO’s sole and absolute discretion and may be changed at any time without notice or consent.

d. HEARO reserve the right, in its sole and absolute discretion, to remove any Musical Content from the Site at any time for any reason or no reason, without notice or consent.

e. Artist hereby represents and warrants to HEARO as follows:
  • (i) the execution, delivery and performance of this Agreement does not conflict with, will not result in the breach of, constitute a default under, or accelerate the performance required by any agreement or commitment that has or could reasonably be expected to have the effect of prohibiting or impairing the use or sale of the Musical Content and associated Intellectual Property Rights required in connection with the Services,

  • (ii) it has, and will have during the Term, good and marketable title to, or hold a valid, irrevocable license to, the Musical Content and associated Intellectual Property Rights that it purports to own or license or otherwise use in the performance of its obligations under this Agreement free and clear of all encumbrances,

  • (iii) the Musical Content and associated Intellectual Property Rights do not, and will not, infringe, misappropriate or otherwise violate any Intellectual Property Rights of any other person,

  • (iv) the Musical Content shall be free of any “virus”, “Trojan Horse” “worm”, “self destruction”, “disabling”, “lock out”, “metering” device or any other malicious code as such terms are understood in the technology industry, which could impair access to or use thereof by HEARO and/or Subscribers, and

  • (v)it shall conduct its business in accordance with good business judgment and shall not suffer or permit any act, event or condition that would discredit, disparage or adversely affect the reputation of HEARO.

3. License Grant & Intellectual Property Rights

a.Artist hereby grants to HEARO, and HEARO hereby accepts, a non-exclusive royalty-free license during the Term to (i) display the Musical Content on the Site, provide unlimited online streaming of the Musical Content; and (ii) sell an unlimited number of downloadable copies of the Musical Content to Subscribers on the Site.

b.No Intellectual Property Rights of any kind are assigned or transferred to Artist under this Agreement. Artist shall have no right to use the Services, the Site or any information on the Site including but not limited to data, text, graphics, news, reports, and other materials provided by HEARO (the “HEARO Content”) for any purpose other than as set forth herein. Artist shall not challenge, or assist any person or entity in challenging, HEARO’s right, title, and interest in the Services, the Site, the HEARO Content, and/or any HEARO Intellectual Property Rights.

c.For purposes of this Agreement, “Intellectual Property Rights” means all inventions and/or works and any and all rights under U.S. and/or foreign patents, trade secrets, know‑how, copyrights, trademarks, and other industrial or intangible property rights of a similar nature worldwide; all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions, and continuations-in-part of such applications; and all rights under corrections, reissues, reexaminations, patents of addition, extensions, and renewals of any such grant, registration, and/or right.
4. Fees & Payment Terms

a.Upon purchase by Subscriber of a song included in the Musical Content and receipt of the applicable Fee(s), HEARO will remit the applicable Fee to the Artist, less HEARO’s share of ten (10%) of the Fee (“Commission”). Such remittance will occur by crediting the Artist’s Virtual Account on the Site on the Site within [] (30) days after receipt of the Fee(s). Artist is solely responsible for collection of the Fees.

b.Artist shall have the right to remove funds from the applicable Virtual Account at any time, provided that, the amount in each Virtual Account shall never exceed Ten Thousand Dollars ($10,000.00). In the event that a Virtual Account exceeds Ten Thousand Dollars ($10,000.00) at any time, HEARO shall have the right, but not the obligation, to transfer the entire balance in such account to the Artist. Such transfers shall be performed electronically to the Artist’s designated U.S. bank account or via hard copy check to the Artist’s designated mailing address.

c.All payments will be made in U.S. dollars to U.S. bank accounts. Artist will pay any sales, use of other tax related to this Agreement, exclusive of taxes on HEARO’s income.

5. Restrictions on Use

1.Artist shall not, and shall cause its employees, officers, directors, members, managers, partners, agents, third party service providers, or other designated persons (its Representatives”) not to, take any of the following actions: (a) creating or enabling the creation of derivative works, modifications, or adaptations of the Site, the Services or the Musical Content or the HEARO Content (the HEARO Content and the Musical Content may be referred to herein collectively as the “Content”); (b) decompiling, reserve engineering, disassembling or otherwise attempting to discern the source code, underlying ideas, algorithms, file formats or interface protocols of the Site, the Services, or the Content; (c) distributing or disclosing the Site, the Services or the HEARO Content; (d) removing or modifying any proprietary marking or restrictive legends placed on the Site, the Services, or the HEARO Content; (e) using any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Site, the Services or the Content; or (f) use the Site, the Services or the Content in violation of any applicable law or regulation.

6. Term

1.The term of this Agreement shall commence on the Effective Date and continue unless terminated as set forth herein.

7. Termination

a.HEARO shall have the right to terminate this Agreement (i) on written notice to Artist if Artist commits a material breach of this Agreement, provided that, HEARO may, in its sole and absolute discretion, permit Artist a reasonable period of time to cure such material breach prior to such termination, or (ii) upon thirty (30) days prior written notice to Artist.

b.Upon termination or expiration of this Agreement for any reason (i) Artist’s right to use the Services shall cease immediately including, without limitation, the right to upload and sell any Musical Content on the Site, (ii) the Musical Content shall be removed from the Site, (iii) the Artist’s Virtual Account will be terminated and any funds dispersed to the Artist via check to the Artist’s designated mailing address, (iv) HEARO’s non-exclusive royalty-free license to allow unlimited online streaming of Artist’s Musical Content on the Site shall terminate, and (v) HEARO’s non-exclusive right to sell unlimited number of downloadable copies of Artist’s Musical Content on the Site shall terminate.

8. Confidentiality

a.As a result of entering into this Agreement, Artist has and will have access to certain confidential information (“Confidential Information) of HEARO. “Confidential Information” means the HEARO Content and HEARO Intellectual Property.

b.Confidential Information does not include information that is or was, at the time of the disclosure; (i) generally known or available to the public; (ii) received by Artist from a third party not subject to any obligation of confidentiality; (iii) already in Artist’s possession prior to the date of receipt from HEARO, and not subject to any obligation of confidentiality; or (iv) independently developed by the Artist provided in each case that such information was not obtained by the Artist as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to HEARO.

c.At all times the Artist shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use HEARO’s Confidential Information other than as necessary to perform its obligations under this Agreement, (3) not disclose, distribute, or disseminate the Confidential Information to any third party (except to Representatives, as expressly permitted below), and (4) disclose HEARO’s Confidential Information to its Representatives on a “need to know basis;” provided that each Representative is bound by confidentiality obligations at least as restrictive as those contained in this Agreement.


9. DISCLAIMER OF WARRANTIES

1.THE SITE, ANY CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF HEARO, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “HEARO PARTIES”) MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM, ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, THE SERVICES, AND THE CONTENT INCLUDING WITHOUT LIMITION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.


10. Limitation of Liability

a.IN NO EVENT WILL THE HEARO PARTIES BE LIABLE TO ARTIST (NOR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM ARTIST’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWIDE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE SERVICES, THE SITE, THE CONTENT, OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER THE HEARO PARTIES WERE ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSBILITY THEREOF.

b.THE HEARO PARTIES MAXIMUM, AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE COMMISSION ACTUALLY PAID TO HEARO BY ARTIST DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

c.To the extent the exclusions and limitations of liability set forth in this Section is not permitted under applicable law, the HEARO Parties liability in such case will be limited to the greatest extent permitted by applicable law.


11. Indemnification

1.Artist shall defend, indemnify, and hold the HEARO Parties harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys’ fees, related to or arising out of (a) any breach of this Agreement by Artist, or (b) use of the Site, the Services, or the Content by Artist.


12. Order of Precedence

By visiting the Site and/or using the Services on the Site, Artist is deemed to have agreed to the Terms of Use and Privacy Policy of the Site. In the event of any conflict between this Agreement and the Terms of Use and Privacy Policy on the Site, this Agreement shall control.


13. Miscellaneous

In the event that any portion of this Agreement is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled limitation of liability, indemnification, and miscellaneous shall survive the termination of this Agreement. The paragraph headings herein are provided only for reference and shall have no effect n the construction or interpretation of this Agreement. HEARO shall have a right of set-off for monies owed against Artist’s Virtual Account. Artist expressly absolves and releases the HEARO Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. Artist may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement and any other agreements between the parties entered into through this Site shall be governed by and construed in accordance with the laws of the State of Delaware. Except for proceedings commenced by HEARO to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the state of Delaware. This Agreement contains the entire agreement of the parties concerning the Site or the Services and the Content, and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter. Artist shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site, the Services and/or the Content. Without limiting the generality of the foregoing, Artist expressly agrees to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. Artist is prohibited from any use of the Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All rights not expressly granted herein are reserved by HEARO.









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