Terms of Service

During the Term and Exploitation Period (as applicable), you hereby grant to MAS, its successors, licensees and assigns, the sole and exclusive rights of administration, promotion and collection throughout the Territory with respect to one hundred percent (100%) of all of your right, title and interest ("Your Interest") in and to the musical compositions you submit to MAS via the Site ("Compositions"), except for (i) Traditional Sync Licensing, which rights are retained by you (see detail below), and (ii) any other Services from which you expressly opt-out as permitted via your Account (sub-clauses (i) and (ii) are referred to collectively as the "Exclusions"). Except as provided in the preceding sentence, the rights you grant to MAS include, without limitation, the following sole and exclusive rights, licenses, privileges and authority throughout the Territory with respect to Your Interest in and to all Compositions, whether now in existence or whether created during the Term, as follows:

1. PRO Registration. To register Your Interest in the Compositions, if you have not already done so, at your request and on your behalf, with the relevant performance rights organizations (e.g., ASCAP or BMI) and other licensing agencies (e.g., The Harry Fox Agency, Mechanical Licensing Collective) in accordance with their then current rules, terms and conditions. If you are already affiliated or registered, we will require your signature on one or more letters of direction to enable us to administer your account with such society or agency on your behalf during the Term and Exploitation Period. For the avoidance of doubt, we will not be able to start collecting Net Sums on your behalf unless and until the Registration is accurately completed, including, without limitation, acceptance of the registration of Your Interest in the Compositions by all relevant performance rights organizations and other licensing agencies.
2. Performance Licensing. To perform and license others to perform Your Interest in the Compositions (including, without limitation, publicly or privately, for profit or otherwise, by means of public or private performance, radio broadcast, television, Internet, mobile telecom, or by any other means or media, whether now known or hereafter conceived or developed, including, without limitation, the right to grant so-called "direct" performance licenses (including the writer's share of performance).
3. Adaptations & Derivative Works. At your request or with your permission, to substitute new titles for any of the Compositions, and to make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of any Composition or new music to the lyrics of any Composition, and to prepare derivative works based on the Compositions, regardless of any so-called "moral rights".
4. Mechanical Reproduction. To make or cause to be made, and to license others to make phonograph records, master recordings, digital downloads (including so-called limited, conditional or "tethered" downloads), streams (on an interactive or non-interactive basis), podcasts, ringtones, transcriptions, soundtracks, pressings and any other mechanical, physical, digital or other reproductions of the Compositions, in whole or in part, including without limitation, the right to grant licenses to third parties authorizing so-called "sampling" and/or interpolation of the Compositions, and to use, manufacture, advertise, license, sell, or otherwise exploit such reproductions for any and all purposes and any and all media, whether now known or hereafter conceived or developed.
5. Blanket & Micro-Sync Licenses. To grant, administer and collect under so-called blanket audio-visual licenses, including "micro sync" licenses as that term is understood in the U.S. music publishing industry, and blanket audio-only licenses (collectively, "Blanket Licenses"). Blanket Licenses include, by way of example and not limitation, licenses for use of Compositions (or portions thereof, including lyrics or metadata) in videos, "art tracks," on-site advertising and other audio-visual content on social media platforms, within user-generated videos, slideshows, presentations and similar multimedia projects, in software apps or digital environments and/or experiences, and on video sites and services such as YouTube, TikTok, Snapchat, Facebook, Instagram, as well as digital fitness programs and Web3 platforms. MAS's rights with respect to Blanket Licenses also include, without limitation, the rights to synchronize the Compositions in timed relation with audiovisual content available on such services and to create derivative works of the Compositions through features made available by such platforms. Unless you affirmatively opt-out of our Services with respect to YouTube through your Account, MAS's rights include the right to license your Compositions on YouTube and to identify, "claim" and "monetize" videos on the platform containing your Compositions by allowing the display of advertising. If you are a YouTube "partner" and provide us with accurate details identifying your YouTube channel, then subject to the rest of these terms, we will "allowlist" and not monetize your channel.
6. Print & Sheet Music. To print, publish, sell and multiply, and to authorize others to print, publish, sell and multiply, copies of the Compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Compositions, separately or together with other musical Compositions, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music.
7. Metadata. To reproduce, modify, display, encode, integrate or otherwise exploit the credit data and metadata associated with the Compositions.
8. Sublicensing. To sublicense any or all of the rights granted herein to any persons or entities, subject to any approvals or restrictions contained herein.
9. All Other Rights. Except for the Exclusions, to exercise and exploit during the Term and Exploitation Period, exclusively, any and all other rights now or hereafter existing with regard to Your Interest in any and all Compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called grand rights and small performance rights.
10. Enforcement & Litigation. The right, but not the obligation, to prosecute, defend and settle all claims and actions with respect to the Compositions, and generally to do all things necessary concerning the same and the copyrights or other rights with respect to the Compositions; provided, however, MAS shall not settle claims without your consent (other than as provided in paragraph 12 of this section). In the event of a recovery by MAS or you of any monies as a result of a judgment or settlement, such monies shall be divided between you and MAS as same is provided in the "PAYMENTS" section below, after first deducting the out-of-pocket expenses incurred by MAS of obtaining said monies, including reasonable legal fees and expenses. You shall have the right to provide counsel for yourself, to assist in or assume the prosecution or defense of any such matter, but at your own expense.
11. Class Settlements. The right, but not the obligation, to enter into blanket, group or class suits and settlements (e.g., NMPA settlements) for the recovery of royalties presented and endorsed by advocacy groups on your behalf and in connection with the Compositions, without your prior consent. Monetary recoveries from such settlements shall be allocated by MAS in its sole, reasonable business discretion, after first deducting MAS's related industry dues and any out-of-pocket expenses incurred by MAS of obtaining said monies, including reasonable legal fees and expenses.
12. Collection. To administer and collect all monies derived from the exploitation of the Compositions during the Term and Exploitation Period throughout the Territory (except for the Exclusions).
13. Promotional Use of Name & Likeness. At your request or with your permission, to use the names (real and professional), approved biographical information and approved likenesses of the writers and publishers/administrators of the Compositions (including but not limited to you) solely in connection with the marketing and/or promotion of the Site, our Services and the Compositions delivered hereunder.

You acknowledge that the term of individual licenses may extend beyond the Term and/or Territory hereof and you authorize MAS to enter into such licenses on your behalf.

You retain the exclusive right to negotiate and grant synchronization licenses on whatever terms you establish for the use of your Compositions via "traditional" means, as that term is understood in the U.S. music publishing industry, such as one-off licenses for use in films, television productions, commercials, and video games, excluding uses under Blanket Licenses (collectively, "Traditional Sync Licenses"). Any such Traditional Sync Licenses will be between you and your licensees. You also retain the right to collect the license fees from such Traditional Sync Licenses.

Any Traditional Sync License requests ("Sync License Request(s)") received by MAS on your behalf will be promptly forwarded to you via the contact information provided in your Account. Following your receipt of a Request, you may request that MAS provide non-exclusive Traditional Sync License administration services with respect to Your Interest in the Composition referenced in such Request. MAS shall have the right, but not obligation, to accept your request for such services and you will engage MAS for such services on the terms specified below. If you engage MAS to handle a Request, and MAS agrees to handle same (in MAS's discretion), such Request will be deemed approved by you and MAS will negotiate and enter into an agreement on your behalf with respect to such Request, and such agreement will provide that payment with respect to any license fees will be paid directly to MAS on your behalf. MAS will pay to you Your Share of Net Sums received from such license agreements in accordance with the "PAYMENTS" section below.

Notwithstanding the expiration or earlier termination of the Term or Exploitation Period, MAS's rights to receive payment in connection with licenses in accordance with this paragraph will continue with respect to all requested and approved licenses issued by MAS prior to such expiration or earlier termination of the Term or Exploitation Period.

Wherever your approval or consent is required pursuant to this agreement, the relevant use shall be deemed to have been approved in the event you fail to respond to a request within ten (10) business days of the date of such request.

1. You will be asked as part of Registration to select a unique user name and password for your Account and to provide MAS with accurate, complete registration information to obtain access to the Services, which may include, without limitation, a valid email address, name, age, postal address, phone number, photo identification, social security number, other tax ID number or other payment details. You will also be required to provide a tax form, verified by MAS and/or its third-party payment processor(s), as well as provide an update of same, and any other information provided, as reasonably requested by MAS. Failure to provide any of the foregoing (or any requested updates) may result in a delay in payment or cancellation of your Account. You will be solely responsible for any and all activity transacted and charges incurred through your Account, so please ensure that you keep your username, password and other Account information confidential and safe.
2. If at any time your registration information changes or if you learn or suspect that your password has been used or obtained by a person not authorized to use it, please notify MAS immediately through the following link: https://www.musicassetservices.com/contact-support. Any materials (physical or digital) submitted to MAS will not be returned. You may not assign or transfer your account, rights, obligations, or interest under this agreement to anyone else unless otherwise agreed in writing by MAS. Any assignment, encumbrance or other transfer of Your Interest in any Composition(s) will remain subject to this agreement during the Term and Exploitation Period. A purported assignment, encumbrance or other transfer not in accordance with this paragraph will be void and without effect ab initio.

Following Registration, you may submit as many Compositions as you wish for MAS to administer pursuant to the Services and this agreement. When submitting Compositions, we may require that you provide ISWCs, ISRCs or other identifying codes as well as your percentage copyright interest which makes up Your Interest of each Composition. At MAS's request, you shall execute and deliver to MAS any necessary documents regarding the rights granted to MAS in the Compositions, and if you fail to do so within ten (10) business days following MAS's request thereof, MAS may sign such documents on your behalf or cancel your Account (in MAS's discretion).

MAS reserves the right to decline to administer (or to revoke administration of) any of the Compositions or other content you provide to us as part of the Services, for any reason, including without limitation, if such Compositions or other content is (i) deemed objectionable, (ii) violates this agreement in any way or the terms and conditions of any of our third party licensees, (iii) a Non-Qualified Work, (iv) infringing on the rights of a third party or is related to Illegitimate Activity, or (v) for any reason in our business judgment.

In consideration of the Services rendered hereunder, you shall be obligated to pay to MAS the fees described in the relevant Registration ("Registration Fee"). During Registration, you must provide MAS with credit card information and authorization to charge your Registration Fee, any applicable taxes, and other charges you may incur in connection with your use of the Site and Services directly to your credit card account. For the avoidance of doubt, if you or MAS terminate this Agreement for any reason, you will not be entitled to reimbursement of the Registration Fee.

1. MAS shall pay you Your Share of "Net Sums," which, as used herein, shall mean all monies actually received by MAS in the United States which are directly attributable to the exploitation of Your Interest in the Compositions, less all actual, reasonable, non-overhead costs paid or incurred by MAS solely in connection with the exploitation of the Compositions and the collection of income, including, without limitation, any taxes required to be deducted, and payments to licensees outside the United States, if applicable (monies received by or credited to MAS directly attributable to exploitation of the Compositions in the United States shall be calculated "at source"). MAS shall retain the remaining Net Sums for its own account as its administration fee.
2. If MAS identifies that any overpayment or underpayment has been made to you in respect of Net Sums for any reason (including but not limited to accounting or reporting errors, incorrect or inaccurate registration information, submission of Non-Qualified Works, or in relation to any Illegitimate Activity), MAS may adjust the Net Sums accordingly. MAS will notify you of any such adjustment, which will be applied at the next accounting date following discovery of the overpayment or underpayment.
3. In the event of any actual or alleged Illegitimate Activity with respect to your Compositions, or if MAS has reasonable grounds to suspect that your Account has been subjected to or involved in Illegitimate Activity, MAS may—without limiting any of its other rights or remedies at law or in equity—withhold any and all Net Sums due to you and block your ability to withdraw funds from your Account for a reasonable period while MAS investigates.
   
   Upon determining that Illegitimate Activity has occurred, MAS will provide you with thirty (30) days (which period may be shortened in MAS's reasonable judgment to protect its rights or interests) to demonstrate to MAS's satisfaction that the activity in question is not Illegitimate Activity. If you fail to do so, you agree that: (i) any Net Sums related to the Illegitimate Activity shall be forfeited by you, and (ii) any damages and costs incurred by MAS in connection therewith (including, without limitation, amounts repaid to third-party licensees, society fees, and legal fees and costs) may be deducted by MAS from any monies otherwise payable to you hereunder, in addition to any other remedies available to MAS.

While you will have daily access to your interim account information via your Account, formal accountings as to Net Sums payable by MAS to you hereunder shall be rendered to you via your Account, together with payment of accrued Net Sums, if any, on or before ten (10) Business Days following the date on which the corresponding payment clears to MAS. If the total Net Sums payable to you at the time of any such clearance do not exceed Two Hundred Fifty U.S. Dollars ($250), then we may carry payment forward until the accumulated Net Sums payable to you exceed such sum.

All statements and all other accountings rendered by MAS to you shall be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to MAS within one (1) year from the date rendered. Statements and payments shall be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) shall be deemed a valid objection.

1. The Term and your enrollment in the Service will continue until you send a cancellation request at https://www.musicassetservices.com/contact-support. Cancellation shall be effective at the end of the calendar quarter in which we receive such cancellation notice, subject to our post-Term Exploitation Period, post-Term and post-Exploitation Period collection rights and the rules and regulations of the relevant performance, licensing and other collection rights organizations and the full repayment of any sums due to MAS by you. Registration Fees are non-refundable once paid, and 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.
2. If you fail, or MAS suspects that you have failed, to comply with any of the provisions of this agreement, MAS, at its sole discretion, without notice to you may terminate this agreement and/or your Account, in which case you will remain liable for all amounts due under your Account up to and including the date of termination. We may also terminate the Term if we no longer provide the Services or for any other reason.
3. In the event that there are any outstanding monies due by you to MAS upon termination of this agreement, MAS will provide you with an invoice for such amount, which shall be repaid by you within 14 days of receipt of an invoice. No termination of this agreement by you shall be valid until any and all sums due to MAS are repaid.
4. Upon valid termination of your agreement MAS will no longer provide the Services, provided that we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term and/or applicable Exploitation Period. Unless and until you or your new publishing administrator notifies all collection societies and other payment sources to update their records confirming the new administrator of your Compositions, MAS may continue to receive income from the Compositions as the most recent administrator of the Compositions. You hereby acknowledge and agree that MAS is not able to actively relinquish rights to Compositions and you will be fully responsible for the re-registration of Compositions after cancellation of the Services. In the event that you do not immediately re-register your Compositions with collection societies and other payment sources MAS may continue to receive income in respect of the Compositions. In this instance you will continue to receive residual accounting from us with respect to Your Share of any Net Sums in accordance with this agreement until such time as re-registrations are complete and no income is paid to MAS with respect to your Compositions. MAS shall continue to charge the MAS Fee in respect of such residual income as if the agreement were still in effect and otherwise in accordance with this agreement. You will retain access to your Account during this time and you are responsible for maintaining accurate and up-to-date contact and banking and tax information in your Account.

MAS reserves the right at any time to modify this agreement and to impose new or additional terms or conditions on your use of the Service. We will inform you of any proposed modifications (e.g., by e-mail or through your account page on the Site) and you may terminate the Term of this agreement if you do not wish to accept them. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this agreement.

You hereby warrant and represent to MAS as follows:

1. You are at least eighteen (18) years of age and, if you are entering into this agreement on your own behalf as a songwriter, are not currently signed to an exclusive songwriter, co-publishing, administration or other agreement regarding Your Interest in any Compositions or your songwriting services.
2. All Registration information and other information you submit to MAS is and will remain truthful and accurate. You will notify us promptly if any information changes or needs to be updated. In the event we are put on notice with respect to a discrepancy or any inaccuracy with respect to information provided in the Registration, we shall have the right to suspend payments generated in connection with the Compositions in question until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnity rights as set forth below.
3. You have and shall continue to have the full right, capacity, power and authority to enter into and fully perform this agreement. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to MAS under this agreement, or MAS's enjoyment of such rights and the proceeds thereof as contemplated hereunder.
4. Neither the music, title, lyrics or other material comprising the Compositions nor any part thereof is or shall be a copy of any other copyrighted work or infringes or shall infringe upon any statutory or common law rights of any third party; or violates or shall violate any statutory or common law. Without limiting the foregoing, no Composition embodies a "sample," "interpolation," arrangement, or other portion of a musical composition owned or controlled by a third party. The copyright in the Compositions are either registered in the United States in your name or are otherwise eligible for copyright registration in the United States and protected and validly subsisting under applicable copyright law.
5. The Compositions are and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity.
6. None of the Compositions submitted hereunder are Non-Qualified Works.
7. Neither you nor the Compositions are the subject of or otherwise involved in any Illegitimate Activity, and during the Term neither you nor your Compositions shall be the subject of or otherwise involved in any Illegitimate Activity.
8. MAS shall not be required to make any payments of any nature for, or in connection with, the exploitation of the Compositions (including, without limitation, to any co-writers of the Compositions) except as specifically set forth herein. All co-writers, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income from the Compositions, if any, shall look solely to you for any such payments.
9. You will not abuse, interfere or attempt to interfere with the proper working of the Site or our Services or any transaction conducted on Site and will not take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure.
10. You have had the opportunity to consult with independent legal counsel in connection with this agreement.
11. You shall at all times defend, indemnify and hold harmless MAS and its affiliates and their respective members, employees, affiliates, attorneys, representatives, agents, licensees and distributors (collectively, the "Other Indemnitees") from and against any and all demands and/or claims by third parties and resulting damages, liabilities, losses, costs and expenses, including actual out-of-pocket legal expenses and reasonable counsel fees, arising out of any alleged breach or breach by you of any warranty, representation or agreement made herein, or in connection with any Illegitimate Activity involving you or your Compositions, or pertaining to any act, error or omission committed by you or any person or entity acting on your behalf (or on whose behalf you are acting) or under your direction or control. You will reimburse MAS and the Other Indemnitees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim for which MAS or the Other Indemnitees are entitled to be indemnified, or MAS may elect to deduct any such payments from all sums otherwise due you hereunder. Pending the determination of any claim or action to which your indemnification obligations apply, MAS may withhold payments from all sums due to you in an amount reasonably related to such claim or action (including estimated attorneys' fees and other costs). For the avoidance of doubt, MAS's right to withhold payment of sums due to you hereunder is not intended as a limit on your indemnity obligations hereunder or as MAS's sole or exclusive remedy or recourse. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification obligations. You will cooperate as required by us and will not in any event settle any claim without our prior written consent.
12. You will at all times during the term comply with laws pertaining to your use of the Services including but not limited to in relation to technology, software, intellectual property and services, all US export control laws and regulations ("Export Control Laws") and all sanctions laws and regulations of all applicable jurisdictions governing trade and economic sanctions ("Sanctions Laws"). You must immediately notify MAS of any information that may indicate that there has been any violation or suspected violation of Export Control Laws or Sanctions Laws. MAS may cease performance of any of the Services (including suspending, withholding or ceasing payments to You) upon becoming aware of such a violation or suspected violation. MAS will not be liable for any action (or non-action) by MAS as a result of MAS complying with any Export Control Laws or Sanctions Laws or as determined by MAS as a result of any so-called 'know your customer' investigation with respect to You.

Please read this section carefully, as it may impact your legal rights, including your right to file a lawsuit in court or as part of a class.

1. Informal Dispute Resolution. Before bringing a formal action against MAS, you agree to try to resolve the dispute informally by sending us a written Notice of Dispute to [email protected] which includes a brief written statement with your name, address, and contact information you use for your Account, together with a brief description of the facts giving rise to the dispute and the relief requested. If the dispute is not resolved within 60 days of your submission of a Notice of Dispute, either party may bring a formal action in accordance with this agreement.
2. Agreement to Arbitrate. Except as provided below, if we cannot resolve a dispute or claim informally, you and MAS agree to resolve any disputes or claims relating to or arising out of this agreement through final and binding arbitration on an individual basis. The arbitrator may award relief only individually and only to the extent necessary to redress your individual claim(s). The American Arbitration Association (AAA) will administer the arbitration under its Consumer Arbitration Rules. The AAA's rules and filing instructions are available at www.adr.org or by calling 1-800-778-7879. This arbitration provision is governed by the Federal Arbitration Act. Any such arbitration will be held in the United States county where you live or work, New York, NY, or any other location we agree to. You and MAS expressly waive a trial by jury.
3. Costs of Arbitration. The AAA rules will govern payment of all arbitration fees. For individual arbitration of non-frivolous claims less than $75,000 for which you timely provided MAS with a Notice of Dispute, MAS will reimburse arbitration filing fees at the conclusion of the arbitration and will pay other arbitration fees. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider's rules, including rules regarding frivolous or improper claims.
4. Exceptions to Arbitration. Instead of using arbitration, either you or MAS may assert claims, if they qualify, in small claims court in Cheyenne, Wyoming, United States. You and MAS agree that where an arbitration is already initiated and one party invokes the small claims court option, any dispute regarding whether the dispute is properly within the jurisdiction of a small claims court shall be resolved by the small claims court in the first instance. The following claims don't have to be arbitrated and may be brought in court: disputes related to the enforcement of intellectual property (i.e., patents, copyrights and trademarks), efforts to interfere with the Services or engage with the Services in unauthorized ways (for example, Illegitimate Activities), and issues relating to the scope and enforceability of the arbitration agreement.
5. Jurisdiction. For any claim that is not arbitrated or resolved in small claims court (in accordance with the terms of this agreement) or if the agreement to arbitrate is found not to apply to you or your claim, you agree that such claim will be resolved exclusively in state or federal court located in Laramie County, Wyoming. You agree to submit to the personal jurisdiction of these courts for purposes of litigating any such claim.
6. Opt-out of Agreement to Arbitrate. You may decline the agreement to arbitrate by sending written notice to opt-out to [email protected] and by mail to Legal Dept. Music Asset Services, LLC, 30 N Gould St., Ste 5567, Sheridan, WY 82801 within 30 days of first registering your Account. Your notice must include your name, address, contact information you use for your Account, and a clear statement that you want to opt out of this arbitration agreement. If you agreed to a previous version of this agreement that allowed you to opt out of arbitration, then your previous choice to opt out or not opt out remains binding. If you opt-out of the binding arbitration requirement, MAS also will not be bound by the requirement.
7. Class Action Waiver. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
8. Severability. If any part of this arbitration agreement is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this arbitration agreement will be unenforceable in its entirety. If you are found to have a non-waivable right to bring a particular claim or to request a particular form of relief that the arbitrator lacks authority to redress or award according to this arbitration agreement, including public injunctive relief, then only that respective claim or request for relief may be brought in court, and you and we agree that litigation of any such claim or request for relief shall be stayed pending the resolution of any individual claim(s) or request(s) for relief in arbitration.

IN NO EVENT WILL MAS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, EVEN IF MAS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MAS'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MAS FOR THE SERVICES. THE SITE, THE SERVICES AND THE CONTENT RELATED THERETO ARE PROVIDED "AS-IS" AND MAS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MAS CANNOT GUARANTEE AND DOES NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES. TO THE EXTENT THESE DISCLAIMERS AND LIMITATIONS ARE LIMITED BY APPLICABLE LAW, THEY SHALL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.

This agreement, together with the general terms of service for the MAS website (located here), our Privacy Policy (located here) and the Registration, sets forth the entire understanding between MAS and you regarding the Site and Services. We may assign or delegate this agreement or any or all of our rights and obligations hereunder to one or more third parties without notice to you. No waiver of any provision or default under this agreement shall affect either party's rights thereafter and no waiver by either party shall be deemed a continuing waiver. Except as expressly set forth herein, neither party has made or makes any representations or warranties, express or implied, with respect to any matter contained in this agreement or with respect to the making of this agreement, all of which are expressly disclaimed. If any clause, sentence, paragraph or part of this agreement or the application thereof to any person, shall for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment shall be limited and confined in its operation to the clause, sentence, paragraph or part thereof directly involved in the controversy and shall not affect the remainder of the agreement.

You acknowledge that any exploitation of the Compositions is speculative and that MAS cannot guarantee that the Compositions will be exploited at all or that any Net Sums will be generated or earned hereunder. You waive all claims and warrant, represent and agree that you will not make any claim, nor will any liability be imposed upon MAS based upon a claim, that more Net Sums could have been generated or better business achieved than that which was actually generated or achieved by MAS and/or its licensees.

MAS does not guarantee, represent, or warrant that your use of the Site or Services will be uninterrupted or error-free, and you agree that from time-to-time MAS may suspend the Site and Services for indefinite periods of time for technical maintenance or upgrade or otherwise, or may cancel the service at any time, without notice to you. The functions and features of the Site and Service are subject to change without notice.

Your use of the Site and Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR REGISTRATION AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE SERVICES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

MAS®, the MAS logo, and other MAS trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Music Asset Services, LLC in the U.S. and/or other countries. Any other trade- or service marks referenced belong to their respective owners. You are granted no right or license with respect to any of the foregoing.

This agreement is entered into in the State of Wyoming, U.S.A., and shall be construed in accordance with the laws of said state applicable to contracts to be wholly performed therein, without reference to any conflict of laws principles.

Business Day

Shall mean any day other than a Saturday, Sunday, or a day designated as a federal holiday by the United States federal government.

Exploitation Period

For a Composition shall mean the later of (a) the end of the Term or (b) one (1) year after you submit the same to us. For example, if you submit a Composition on January 1st and the Term ends on February 1st of that year, then the Exploitation Period for that Composition shall continue until December 31st of that year.

Illegitimate Activity

Shall mean any infringement of third-party rights, so called fraudulent activity (which for clarity includes submission of Non-Qualified Works for administration hereunder, streaming fraud, and artificially inflated or manipulated streaming activity) or similar activity in contravention of the terms of use of any digital service provider, PRO or CMO, or any illegal or other activities in violation of this agreement.

Non-Qualified Works

Shall mean: (i) works that are non-musical in nature, (ii) works that consist substantially of sound effects, so-called "sleep sounds" or "nature sounds", (iii) spoken word works, (iv) works that are in the public domain and (v) any other works not accepted by any of MAS's third party partners or societies as qualifying musical works.

Registration

Shall mean the online registration that you are required to complete in order to become a MAS member, and the registration of Your Interest in the Compositions with the relevant performance rights organizations (e.g., ASCAP or BMI) and other licensing agencies (e.g., The Harry Fox Agency, Mechanical Licensing Collective), and acceptance of same by such performance rights organization and agencies, in accordance with their then current rules, terms and conditions.

Services

Shall mean the music publishing administration services provided to you by MAS in each applicable Territory as selected by you during Registration (or updated by you from time to time during the Term via the Site).

Site

Shall mean musicassetservices.com and any subdomains and other MAS-branded web-based properties (and mobile apps or other mobile versions of same) owned and operated by MAS.

Term

Shall commence upon the date of your registration (your submission of a complete Registration and payment of the applicable registration fee) and shall continue (a) through the end of the calendar quarter during which we receive your valid cancellation notice in accordance with the provisions in the "Cancellation" section above or (b) until we terminate the Term as provided above.

Territory

Shall mean the universe.

Your Share

Shall mean eighty-two and one-half percent (82.5%) of Net Sums derived from any and all exploitation of the Compositions, including but not limited to the so-called "publishers share" of public performance royalties, mechanical rights, print licenses, synchronization licenses (if applicable), and any other exploitation of the Compositions not specifically set forth herein.