Digital Sheet Music Sales Terms & Conditions
Terms and Conditions
Blackrock Music Agreement
Published Date: June 9, 2020
This Blackrock Music Agreement (the "Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the sale of downloadable digital content in its Blackrock Music Digital Music Program (the "Program"). As used in this Agreement, "we", "us", "our," "BRM" or "Blackrock Music" means Blackrock Music Pty Ltd, its successors and assigns, and "you" and "your" means you, the applicant to the Program. "Site" refers to Blackrock Music's sites at www.blackrockmusic.com.au, www.blackrockmusicshop.com, www.blackrockmusic.co.uk and www.pianoteachingsuccess.com and any other Site owned or controlled by us. "Titles" means your composed or arranged digital sheet music and all associated content such as song title, cover art, product descriptions, classification data, tablature and other music types. "Sound Recordings" means your uploaded MP3s videos and all associated content such as the musical composition, song title, cover art, product descriptions, classification data, tablature and other music types. Upon your acceptance of this Agreement, BRM will become the non-exclusive digital retailer of various Titles in respect of which you own, control, arranged and/or have by this Agreement licensed to BRM for the worldwide digital print music rights and/or various Sound Recordings in respect of which you own, control, and/or have by this Agreement licensed to BRM all rights necessary for distribution (including any musical compositions incorporated therein).
Your Titles and Sound Recordings must adhere to all requirements of this Agreement. BRM reserves the right (but will have no obligation) to review the appropriateness of your content, and may in its sole discretion choose to remove it from our Site. If you do not comply with these guidelines or any terms and conditions of this Agreement, BRM also reserves the right to terminate your participation in the Program.
Sheet Music in the Public Domain and other Non-Exclusive Content
While it is acceptable to arrange public domain music and submit it as a Title, BRM requires that any such new additions to our Site comprise arrangements that provide additional or novel value not currently represented on our Site such as a version for a different primary instrument(s), a level-specific arrangement or an arrangement in a style that is different from the original - the determination of which shall be in the sole discretion of BRM. You may be asked to explain how your public domain arrangement is different from those that already exist. If BRM determines that your arrangement does not provide sufficient unique value then BRM retains the sole discretion to reject your Title for publication and/or remove your Title from the Site.
1. Agreement Acceptance
2. Agreement Amendment and Modifications
BRM reserves the right to change the Program from time to time as it deems fit. The terms of the Agreement may accordingly need to change. BRM reserves the right to change or modify the terms of this Agreement at any time at our discretion. Changes or modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. BRM will give you notice of any changes by posting new terms in place of the old with a revision date indicated at the top and /or sending an email to the address notified to BRM at the time of your first application.
Should any modification be unacceptable to you, your only recourse is to terminate your participation and this Agreement as set forth herein below. Your continued participation in the Program following our posting of a change notice or new agreement on our Site will be deemed to constitute binding acceptance of the change or modification. Should you wish to terminate this Agreement, BRM will promptly withdraw all of your content on the Site by un-publishing it.
3. Terms of the Agreement
The terms of this Agreement will become effective upon your participation and/or acceptance and will end when terminated by you or us. Either you or we may terminate this Agreement at any time, with or without cause. If we terminate you from the Program, we will send notification to the email address notified to us. Such notice will be effective from the date of the email communication sent to you whether received or not. You are only eligible to earn commissions on sales of your Titles and Sound Recordings, which occurred during the term of this Agreement, and commissions earned through to the date of termination will remain payable only if the related orders are not canceled. BRM may withhold any final payment for a reasonable time to ensure that the correct amount payable to you may be paid.
4. General Description
Digital Sheet Music Titles
You hereby grant BRM the non-exclusive right to market and sell your print music Titles digitally on our Site as part of our Digital Download Sheet Music collection, as set forth in Section 13 below. BRM shall have the right to store and serve the Titles from BRM’s servers or from BRM’s service provider’s servers. Customers who purchase Title(s) will generally receive an email containing the downloadable file or a link to enable download of the Title(s) and may have access to view and print their purchased Title(s). If a Title is removed from the site it will no longer be for sale. Some customers may opt for a studio licence which may provide access to the downloadable file with rights to make multiple copies.
You grant BRM the non-exclusive right to market and sell your Sound Recordings in MP3 format on our Site as part of our Digital Sound Recording collection, as set forth in Section 13 below. BRM shall have the right to store, perform, provide and serve the Sound Recordings from BRM’s servers or from the BRM’s service provider’s servers. Customers who purchase digital music will have unlimited access to play the Sound Recordings from such services. If a MP3 is removed from the Site it will no longer be for sale. However, customers who have previously purchased the Sound Recording will still have the playing access and the ability to download. Customers will have the right to download the MP3 and keep it on their devices and/or other media storage.
5. Digital Rights Management
BRM provides no digital rights management protection (DRM) for PDF files of Titles. You are free to offer a Studio Licenced price for your work whereby you charge extra and thereby give your permission for the owner to copy this work as many times as they see fit. BRM provides no DRM protection for the Sound Recordings.You agree that this provides adequate protection against unlawful distribution of the Titles.
6. Application Process
To apply to the Program, you must submit a complete Program application on our Site, which includes, at a minimum, your contact information, details of credit card or bank account or PayPal or other financial provider details so we can pay you. Once the form has been submitted you will be assigned a Dropbox and you may begin uploading PDF and MP3 files of your Titles and Sound Recordings. We have the right but without any obligation to release your Title and Sound Recordings as part of our standard update process; however, we reserve the right (but will have no obligation) to review the submitted content, PDF or MP3 file and to not allow the Title or Sound Recordings to be added to our site or to remove Titles or Sound Recordings if we believe it violates this Agreement, is illegal, violates the rights, harms, or threatens the safety of any person, or creates the potential for liability for us, our suppliers, service providers, partner companies, or any of our users or customers. If Titles or Sound Recordings are rejected or removed from the Site post publishing, we will send you an email notification to the email address associated with your Blackrock Music Account.
7. Title and Sound Recording Information and Files
You shall provide BRM with the PDF and/or MP3 file of the music. Each Title and of the Sound Recordings must be in one PDF or MP3 file. You own or control all such digital files that are provided to BRM. As such, BRM shall not use the files outside the scope of the licenses granted to us in this Agreement. You shall also provide song specific information (song title, artist, List Price, etc.) to BRM. You shall provide to us, at your own expense, each Title or Sound Recordings that you intend to sell on our Site. We will not return any electronic files of physical content/media you send. You shall deliver all files free and clear of viruses, worms or other potentially harmful code. You agree that you will not or shall not post, submit, or otherwise provide to the Site, any Prohibited Content. "Prohibited Content" means any content that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) bullies, harasses, or advocates stalking, bullying, or harassment, of another person; (iii) involves the transmission of "junk mail," "chain letters," unsolicited mass mailing, or "spamming,"; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes, reproduces, performs, uses, incorporates, samples or distributes an illegal or unauthorized copy or derivative work of another person’s work that is protected by copyright or trade secret law; (vi) is involved in the exploitation of persons under the age of 16 in a sexual or violent manner; (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses and other harmful code; (viii) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; (ix) violates any applicable law, including, but not limited to laws and regulations governing unfair competition, anti-discrimination and false advertising; or (x) otherwise violates this Agreement or creates liability for BRM. You must ensure that all content is in compliance with our Program terms and conditions and this Agreement at the time you submit it to us. If you discover that the content you have submitted does not comply, you must immediately withdraw the content by un-publishing it. You may submit a new version that complies with this Agreement. We are also entitled to remove or modify any content, including the metadata and product description you provide for your Title and/or Sound Recordings, for any reason, including if we determine at our sole discretion that it is Prohibited Content or otherwise does not comply with our content requirements.
8. Qualifying Products and Reporting
Digital Sheet Music Title
For a sale to qualify for a commission payment, the customer must purchase one or more of your Titles using our online ordering system and remit full payment to us. Customers who purchase your Titles are purchasing the right to view the sheet music Titles and to print the purchased number of copies. If a customer cancels their order or credit or debit card payment cancelled or reversed, we will remove that sale from your commission payment. We will track and process product orders placed by customers for your Titles. We will make available to you reports summarizing this sales activity when a transaction occurs. The form, content, and frequency of the reports may vary from time to time at our sole discretion.
For a sale to qualify for a commission payment, the customer must purchase one or more of your Sound Recordings (MP3s) using our online ordering system and remit full payment to us. Customers who purchase your Sound Recordings are purchasing the right to play and download the MP3. If a customer cancels their order or credit or debit card payment cancelled or reversed, we will remove that sale from your commission payment. We will track and process product orders placed by customers for your Sound Recordings. We will make available to you reports summarizing this sales activity when a transaction occurs. The form, content, and frequency of the reports may vary from time to time at our discretion.
9. List Price
You will provide a list price for each Title you submit ("List Price"). The current List Price policies are as follows:
- The List Price will be in Australian dollars (AUD).
- The List Price will be inclusive of the Goods and Services Tax.
- If we offer your Titles for sale in another currency (the "Sale Currency") other than AUD, we may convert the List Price to the Sale Currency at an exchange rate we determine, and periodically update the converted List Price in order to reflect current exchange rates.
- There is a minimum List Price for Titles and Sound Recordings as indicated in your Blackrock Music Account.
- BRM reserves the right to periodically place Titles and Sound Recordings on sale. You hereby agree to allowing your Titles and Sound Recordings to be part of these sales.
You will earn commissions, which shall be the full and complete consideration for the rights granted hereunder, based on the actual dollar or monetary value received for the sale of your Titles or Sound Recordings (the “Sale Price”) according to schedules we establish. The Sale Price will usually be the List Price minus any promotional discounts issued by BRM where applicable. You grant permission to BRM to discount your Titles and Sound Recordings when opportunities arise to promote and potentially increase the sales of your Titles and Sound Recordings.
The current Commission schedule is as follows:
- Unless otherwise indicated, you will earn 45% of the Sale Price in AUD for your Titles and Sound recordings (MP3), subject to the following adjustments:
- We will pay commissions quarterly approximately 30 days following the end of the calendar quarter in which they are earned. We will send you payment for the commissions earned on products that were purchased during that quarter.
- Commissions will be calculated and paid net of refunds, bad debts, and any taxes charged to a customer or applied with respect to sales to a customer, including GST. You acknowledge that BRM will comply with all federal tax laws, regulations and directives (for example, where you fail to provide an ABN, BRM may withhold the requisite amount from the total payment and send the withheld amount to the Australian Taxation Office).
- If the commissions payable to you for any quarter are less than the threshold for selected payment method, we will hold those commissions until the total amount due is at least the minimum amount currently stipulated by BRM (currently $20,00 AUD).
- All commissions may be reversed for violation of the Program terms or breach of this Agreement. If thereafter your Titles and/or Sound Recordings accrue no commissions during the following month, we will send you a bill for the overpayment.
- Commission payments will be made in AUD via PayPal, or BRM Gift Certificate. If you change your payment method, the change will be effective with the next payment.
- All commissions and/or accompanying statements will be binding and deemed acceptable by you if not challenged within 45 days of issuance.
- You must maintain current contact information so that we can contact you in the event of an unclaimed payment. Your account will be terminated should we not be able to contact you with reasonable effort.
11. Customer Policies
Customers who buy products through this Program will be deemed to be customers of Blackrock Music. Accordingly, all Blackrock Music rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time.
We are solely responsible for processing payments, payment collection, requests for refunds and related customer service, and will have sole ownership and control of all data obtained from customers and prospective customers in connection with the Program.
BRM is responsible for collecting and remitting the Goods and Services Tax (GST) imposed on their respective sales of Titles and Sound Records to customers. You are responsible for any income or other taxes due and payable resulting from payments to you by BRM under this Agreement.
13. Grant of Rights
You grant to BRM, throughout the term of this Agreement, a nonexclusive, sublicensable, irrevocable, worldwide right and license to:
(a) reproduce and store Titles and Sound Recordings on one or more computer facilities, and reformat, convert and encode Titles and Sound Recordings;
(b) display, perform, market, transmit, reproduce, distribute, sell and otherwise digitally make available all or any portion of Titles and Sound Recordings through Blackrock Music and its Site, including to permit customers and prospective customers to download, access, print, and/or view online, including on portable and remote devices, the Titles and to download, access and perform, including on portable and remote devices, the Sound Recordings;
(c) permit customers to "store" Titles and Sound Recordings that they have purchased from us on servers ("Virtual Storage") and to access, display, perform and transmit such Titles and Sound Recordings from Virtual Storage from time to time both during and after the term of this Agreement;
(d) display, perform, transmit and distribute portions of Titles and Sound Recordings, such as first page or pages of music or sound samples of an MP3, for the purposes of marketing, soliciting and selling the Titles;
(e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any content, art, and metadata that you provide in connection with your Titles and Sound Recordings;
(f) to reproduce and use your name, likeness, image(s) and voice and the name of your band (if any) on or in connection with the Site and the distribution of your Titles and/or Sound Recordings, and in any and all promotional or advertising material related to such use
(g) transmit, reproduce modify, and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) your Titles and Sound Recordings as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display); and
(h) distribute your titles and Sound Recordings in all digital formats by all digital distribution means available.
You grant us the rights set forth in this Section 13 on a worldwide basis. If you do not have the world rights to your Titles or Sound Recordings, then we will not be able to offer them on Blackrock Music and you may not submit them to our Site. By participating on the Site, you agree and warrant that you have the world rights to your Titles and Sound Recordings.
14. Representations, Warranties and Indemnities
You represent and warrant that:
(a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement;
(b) you own or otherwise have the all of the rights necessary to grant us the rights and licenses granted in this Agreement and you have and will have the right to grant the licenses granted herein, free and clear of all liens, restrictions, charges, claims and encumbrances, including from any record label;
(c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content, Titles or Sound Recordings, nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction;
(d) you will ensure that all Titles and Sound Recordings delivered under the Program comply with the technical delivery specifications provided by us and do not contain any Prohibited Content;
(e) you will be solely responsible for accounting and paying any co-owners, co-administrators, artists, producers and other commission participants of any Titles or Sound Recordings or portion thereof any commissions with respect to the uses of the content and their respective shares, if any, of any monies payable hereunder;
(f) you will obtain and pay for any necessary clearances and licenses for all Sound Recordings, including (i) all mechanical commissions payable to publishers and/or authors or co-authors of copyrighted musical compositions embodied in Sound Recordings from sales, performances or other uses of Sound Recordings, (ii) all payments that may be required under collective bargaining agreements applicable to you or third parties, (iii) all rights to record all artists appearing on the Sound Recordings; and (iv) any other commissions, fees and/or sums payable with respect to the Sound Recordings; and
(g) BRM and its licensees shall not have any obligations to any third parties arising out of their use of the Titles or the Sound Recordings including, without limitation, to any union or guild, any performing rights society or for any statutory license.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless BRM, its officers, directors, employees, affiliates, related corporations, licensees, subcontractors and assigns from and against any loss, claim, liability, damage, action or cause of action (including reasonable legal fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. BRM will be entitled but not obliged, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.
15. Ownership and Control
This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our related corporations or affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.
16. Force Majeure
BRM will not be liable to you for any failure or delay in the performance of its obligations hereunder caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.
17. Relationship of Parties
You and BRM are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or make any representations on our behalf. You will not make any statement that would contradict anything in this Section.
18. Limitation of Liability
BRM will not be liable for indirect, special, punitive or consequential damages or any loss of revenue, profits or data arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such. Any remedies you may have against us in connection with this Agreement shall be limited to the right to recover damages, if any, in a mediation proceeding as set forth below, and you waive any right or remedy in equity. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement for the 3-month period preceding any claim.
You acknowledge and agree that BRM cannot ensure that your Titles and Sound Recordings will be protected from theft or misuse or that customers will comply with any content usage rules BRM may make applicable in connection with the use of Digital Sheet Music and Sound Recordings, and BRM will have no liability arising from a failure of any security system or procedure or any of customer to comply with any content usage rules. BRM relies on complex systems and processes. We strive to make our systems and processes error-free and efficient, but we cannot guarantee that they will be and we will have no liability arising from system or process failures, interruptions, inaccuracies, errors or latencies.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SITE, PROGRAM OR ANY PRODUCTS SOLD THROUGH THE SITE OR THE PROGRAM INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
20. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS CONTAINED IN THIS AGREEMENT.
21. Dispute Resolution
(a) Except for claims of infringement or misappropriation of BRM's intellectual property rights, any and all disputes between you and us arising under or related in any way to this Agreement must be resolved through mediation as described in this Section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Site and your participation in the Program.
(b) YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND BRM ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND BRM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ACTION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ACTIONS ARE NOT PERMITTED.
(c) The mediation will be governed by the applicable rules of The Institute of Arbitrators and Mediators Australia.
(d) You agree that any litigation shall be exclusively brought in the state courts located in Queensland, Australia or the federal courts in Australia.
(e) This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Queensland, Australia without giving effect to any law that would result in the application of the law of another jurisdiction.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, but we may assign this Agreement without restriction. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. This Agreement may be freely assigned and/or transferred by BRM, including by change of control, merger, operation of law or otherwise. This Agreement constitutes the entire agreement between you and us regarding the subject hereof. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
25. Copyright Takedown Notices
BRM takes copyright protection very seriously. Every Title we sell has been provided by an organization or person that has claimed the right to sell the Title being offered.
It is the Company's policy to terminate the account of any User who repeatedly infringes copyright upon prompt notification to the Company by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Company Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Company Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for the Company's Copyright Agent for notice of claims of copyright infringement is as follows: email@example.com.
In the case of a valid copyright takedown notice as outlined above, BRM reserves the right to provide the contact email address of the User who has served the takedown notice to the alleged copyright holder.