Terms of Service

THIS AGREEMENT is by and between LABEL GRID, LLC (“LG”) with its headquarters in Denver, Colorado, United States of America and YOU (“YOU” or “MEMBER”). Once YOU register and subscribe, YOU are bound hereby, and may commence usage of LG’s services, wherever located, including but not limited to those at labelgrid.com, subdomains of labelgrid.com, all associated websites, aggregation, accounting and distribution services, and LG’s web portal or dashboard (collectively, the “Services”).

By registering and subscribing to our Services you represent that YOU are 18 years of age.

If YOU object to anything in this Agreement or the LG Privacy Policy, do not use the Services.

Incorporated herein by reference is our Privacy Policy located at https://labelgrid.com/privacy-policy

1. Modification of this Agreement.

These Terms may be modified by LG from time to time. Such modifications shall be effective upon posting by LG on the LG website. By registering or using the Services after that posting, YOU accept these Modifications and agree to the terms, conditions and notices contained or referenced therein.

2. Term and Termination.

1. This Agreement will remain in full force and effect while YOU use the Service. YOU will subscribe to one of our current LG subscription plans, as listed on our official documentation site.
2. YOU may terminate membership and/or subscription at any time by contacting LG at [email protected] with a clear statement in writing that you unsubscribe or terminate and in such case YOU will not receive a refund of any paid subscription fees.
3. LG may terminate Your membership and/or subscription for any reason by sending notice to YOU at the email address YOU provide in Your application for membership, or such other email address as YOU may later provide to LG.
4. If LG terminates membership or subscription to the Services because YOU have breached this Agreement, YOU will not be entitled to any refund of unused subscription fees and any payment of royalties due. If Your breach is comprised of a claim by a third party against LG (e.g. by an artist, label, or DSP (digital service provider) in a take-down notice or notice of infringement), then LG in its sole discretion may withhold all royalties due to YOU until it is resolved and LG may use, in its sole discretion, such unpaid royalties to settle any third party claim.
5. All terms herein that by their nature survive termination of this Agreement shall be deemed to survive such termination.
6. Without limiting LG’s other rights and remedies, LG may remove and/or withdraw Your Content, and/or otherwise suspend or terminate Your account and access to the Services if: Your subscription has lapsed or expired for more than 60 days, without renewal; or (ii) YOU have failed to pay Your subscription fee.

3. Your Content.

Representations and Warranties. YOU hereby represent and warrant to LG as follows:

1. Your Content, and each and every part thereof, is an original work by YOU, or YOU have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize LG to use, Your Content pursuant to these Terms of Services, including, without limitation, the right to upload, reproduce, store, transmit, distribute, aggregate, share, publicly display, publicly perform, make available and otherwise communicate to DSPs and the public Your Content, and each and every part thereof, on, through or via the Services and any third party DSPs.
2. Your Content and the availability thereof on the Services will not violate any contract you have with any third party, and does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.
3. YOU have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Services and via any third party Services.
4. Your Content, including any comments that YOU may post on the website or Services, is not and will not be unlawful, libelous, defamatory, racist, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
5. Your Content does not and will not create any liability on the part of LG, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
6. LG reserves the right to remove Your Content, suspend or terminate Your access to the Services and/or pursue all legal remedies if LG believes that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes on another person’s rights or violates any law, rule or regulation.
7. If YOU are using the Services and/or accessing the LG websites on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), YOU represent and warrant that:
   • YOU are an authorized representative of the Subscribing Entity, and that YOU have the authority to bind the Subscribing Entity to this Terms of Services;
   • YOU have read and understand this Terms of Services; and
   • YOU agree to this Terms of Services on behalf of the Subscribing Entity.
8. YOU must not copy or capture, or attempt to copy or capture, any content from the Services or LG websites or any part of the Services or LG websites, unless given express permission by LG.
9. YOU must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Services, except where such Content is created by YOU (“Your Content”).

4. Ownership of Your Content; License to LG.

1. YOU shall retain copyright ownership rights over Your Content even after termination of this agreement.
2. YOU will provide to LG all documents and agreements (e.g. licenses, assignments, releases) YOU have with anyone who is a creator, performer, or producer of any part of Your Content including without limitation authors, writers, performers, composers, lyricists, editors, producers, arrangers, and mixers.
3. If YOU or another have applied to register or have registered a copyright of Your Content, then YOU will provide all such applications and registrations to LG and continue to update LG on any changes.
4. Distribution License to LG. YOU agree that by uploading Your Content to the LG Dashboard (“Your Content”) YOU are granting a global Distribution License to LG which allows LG to fully exploit, sublicense, and monetize Your Content, including collecting all royalties or compensation paid to LG on account thereof, in any manner or means, including but not limited to uploading, aggregating, and delivering Your Content in the sole discretion of LG in any and all places including but not limited to DSPs and APIs that have or will have an agreement in place with LG.
5. YOU may have your own distribution agreements separately from LG, as long as they do not violate this Agreement with LG.

5. LG Dashboard.

1. DSP Inserts. As part of the distribution license to LG, YOU may use the LG Dashboard to issue to LG DSP insert orders which indicate to LG that a specific product or item from Your Content shall be delivered to any DSP by LG for purposes determined by each individual DSP including the following without limitation: selling downloads, streaming, cataloging, or fingerprinting depending on the Services that the DSP provides.
2. DSP Updates and Takedowns. YOU may use the LG Dashboard to issue a status update and/or takedown instructions to LG which indicate to LG that meta-data and/or files shall be updated on the DSP, or that the product or content shall be taken down from the DSP. LG will make every effort to enforce updates and take downs. In cases where updates or takedowns are not correctly applied, YOU agree to promptly inform LG of any concerns regarding missed DSP Updates or DSP Takedowns, after which additional actions will be taken to inform and force takedowns or updates on any given DSP.
3. DSP Limits. YOU recognize that all DSPs have limits on the number of products the DSP can ingest per day. YOU agree to get written clearance from LG before performing any bulk operations that exceed an upload of 50 or more products per day. LG may delay deliveries to specific DSPs at any time, without warning, in cases of maintenance, downtime, triage, or as needed to manage shared system resources.
4. Barcodes. YOU acknowledge that barcodes are provided at no charge for accounts holding small and medium- sized catalogues; larger catalogues will be required to provide their own barcodes.

5a. API Clients.

Definition: “API Client” means a website or software application that accesses or uses a third-party service such as but not limited to YouTube, Soundcloud, Bandcamp, Promoly, or LG itself.

LG does not share, with third parties, any of the data it accesses via the API Clients. LG may utilize data acquired via the API Clients to: upload content and transfer data from LG to the services made available by the API Client, capture metadata about content uploaded by the API Client, and perform specific functions at the direction of the Member or based on the configuration of the Member’s account settings.

1. YouTube API Client. LG shall provide access to a YouTube API Client for the purpose of uploading video content to Member’s YouTube account or YouTube accounts to which Member has administrative permissions. Member acknowledges that, by using of LG’s YouTube API Client, Member is agreeing to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms). Members can revoke LG’s use of the YouTube API Client to access to their data via the Google security settings page at https://security.google.com/settings/security/permissions.
2. Soundcloud API Client. LG shall provide access to a Soundcloud API Client for the purpose of uploading video content to Member’s Soundcloud account or Soundcloud accounts to which Member has administrative permissions. Member acknowledges that, by using of LG’s Soundcloud API Client, Member is agreeing to be bound by the Soundcloud Terms of Use (https://soundcloud.com/terms-of-use).
3. Bandcamp API Client. LG shall provide access to a Bandcamp API Client for the purpose of uploading video content to Member’s Bandcamp account or Bandcamp accounts to which Member has administrative permissions. Member acknowledges that, by using of LG’s Bandcamp API Client, Member is agreeing to be bound by the Bandcamp Terms of Use (https://bandcamp.com/terms_of_use).
4. Symphonic API Client. LG shall provide access to a Symphonic API Client for the purpose of uploading video content to Member’s Symphonic account or YouTube accounts to which Member has administrative permissions. Member acknowledges that, by using of LG’s Symphonic API Client, Member is agreeing to be bound by the Symphonic Terms and Conditions (https://symphonicdistribution.com/terms/).
5. Promoly API Client. LG shall provide access to a Promoly API Client for the purpose of uploading video content to Member’s Promoly account or Promoly accounts to which Member has administrative permissions. Member acknowledges that, by using of LG’s Promoly API Client, Member is agreeing to be bound by the Promoly Terms of Service (https://promo.ly/terms-conditions/)
6. LG API Client. Member may be provided with credentials and/or a SDK for the purpose of programmatic access to Member’s data, tools, and resources inside LG. Member acknowledges that, by using LG’s API Client, Member is agreeing to be bound by the conditions tied to the LabelGrid Terms of Service.

6. Accounting.

1. Payment. LG shall pay to YOU, all royalty amounts due based on Periodic Statements as outlined in this document, minus fees as outlined in this document. Payments shall never exceed the amount received by LG from the DSPs despite the gross revenue collected by the DSP.
2. YOU must provide to LG an accurate W9 or W8 (foreigners) and any other documents required by LG to verify identity before any payments shall be made.
3. LG may withhold any and all amounts required by US law including but not limited to taxes and LG shall only make payments of amounts after satisfaction of all of the above.
4. In some cases LG will adjust (with a deduction) for exchange rates and make any deductions and shall deduct for transaction fees including costs of wire or bank transfers. LG is also entitled to make deductions in respect of any losses, fines, costs, and other related fees arising from Your Improper Activities (as defined below).
5. LG shall send periodic statements to YOU for the period reported by all DSPs showing the net revenue in United States Dollars ($ USD) after fees imposed by DSPs. LG shall make payments to YOU based on the amount due after each payment period. Payment periods by default shall be every calendar quarterly period (every 3 months including last day of March, last day of June, last day of September, and last day of December) payable 90 days after such period ends. YOU acknowledge that delays from DSPs can occur, and that YOU will be notified by LG if such delays occur. YOU acknowledge that payments for reported royalties can only be paid after LG has received payment for reported royalties from the DSPs.
6. YOU shall be solely responsible for paying any amounts due to anyone who is a creator, performer, or producer of any part of Your Content including without limitation authors, writers, performers, composers, lyricists, publishers, editors, producers, arrangers, and mixers. YOU will indemnify LG from any claim for monies made by any third party relating to any of Your Content.
7. Accounting Fees. LG shall impose accounting fees in a range between 0-20% of net payable revenue paid to LG by the DSPs, dependent on the subscription plan to which YOU subscribed. If YOU are not subscribed to any LG subscription plan, as listed on our official documentation site, a default accounting fee of 20% shall be imposed on all net revenue received by LG from the DSPs.
8. LG may suspend any payments payable to YOU under these Terms of Service if: (a) LG believes that plays of Your Content (including through DSPs and APIs) result from fraudulent or suspicious activity or artificial means (including manual manipulation, bots or other automated methods); or (b) LG or a DSP partner believes that Your Content or activity relating to Your Content breaches the policies, content guidelines and/or terms of LG or its DSP partners (together, the “Improper Activities”). LG shall have no obligation to pay to YOU any sums that it believes derive or were generated from Improper Activities.

7. IP Policies and Prohibitions.

1. LG requires that YOU respect the intellectual property rights of others. LG prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.
2. LG requires that YOU respect the intellectual property of LG. All materials available through LG, including (but not limited to) the name LG and our logos, images, text, illustrations, audio and video files are protected by copyrights, trademarks, service marks, or other rights which are owned by or licensed to LG or the respective third-party owner owner of such intellectual property. YOU agree not to copy, reproduce, duplicate, display, or otherwise distribute these materials without our written permission.
3. YOU are responsible for videos, photos, audio, text, graphics, or other data YOU transmit on or through the Services or through any method of communication made available thereon, and YOU agree to comply with all applicable laws, rules and regulations, including the Digital Millennium Copyright Act (DMCA).
4. LG reserve the right to block or terminate Your Account, at LG’s sole discretion and without notice or liability to YOU, if YOU transmit any content alleged to infringe the intellectual property rights of a third party.
5. LG has adopted the following policy concerning copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”), as codified in 17 U.S.C §512. The contact information for our designated agent to receive notification of claimed copyright or intellectual property infringement (“Copyright Agent”) is listed in this provision below. If YOU believe in good faith Your work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, by LG, please provide the follow to LG’s Agent:
   • Information reasonably sufficient for LG to contact YOU: name, address, phone and e- mail address (if available);
     • A description of the copyrighted work or intellectual property that YOU claim has been infringed, or if multiple works, a listing of such works;
     • Information reasonably sufficient to permit LG to locate Your work;
     • A statement, made by YOU, that YOU have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent or the law;
     • A statement by YOU, made under penalty of perjury, that the information in Your notice is accurate and that YOU are the copyright owner, or authorized to act on the copyright owner’s behalf;
     • A physical or electronic signature of the copyright owner, or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
6. Upon receiving a proper notification of alleged copyright infringement as described above, if deemed appropriate upon investigation, LG will remove or disable access to the allegedly infringing content and promptly notify the alleged infringer of Your claim. Please submit Your statement to LG by email as set forth below: email: [email protected].
7. Illegal and/or unauthorized uses of the Services or LG websites include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Services or LG websites, sharing or disclosing Your username or password to any third party or permitting any third party to access Your account, attempting to impersonate another user or person, use of the Services or LG websites in any fraudulent or misleading manner. Any unauthorized automated use of the system, such as scraping the LG websites, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the LG websites or the networks or Services connected to the LG websites, any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the LG websites or servers or networks forming part of, or connected to, the LG websites, or which does or might restrict or inhibit any other user’s use and enjoyment of the LG websites; and using the LG websites in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the LG websites may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress.
8. Any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation are prohibited.
9. YOU must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
10. YOU must not rent, sell or lease access to the Services or LG websites, or any Content on the Services or LG websites, although this will not prevent YOU from including links from Your Content to any legitimate online download store from where any item of Your Content may be purchased.
11. YOU must not deliberately impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
12. YOU must not stalk, exploit, threaten, abuse or otherwise harass another user, or any LG employee.
13. YOU must not sell or transfer, or offer to sell or transfer, any LG account to any third party without the prior written approval of LG.
14. YOU must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
15. YOU must not violate, circumvent or attempt to violate or circumvent any data security measures employed by LG or any uploader; access or attempt to access data or materials which are not intended for Your use; log into, or attempt to log into, a server or account which YOU are not authorized to access; attempt to scan or test the vulnerability of LG’s servers, system or network or attempt to breach LG’s data security or authentication procedures; attempt to interfere with the LG websites or the Services by any means including, without limitation, hacking LG’s servers or systems, submitting a virus, overloading, mail-bombing or crashing.

8. Limited Liability for Content.

YOU hereby acknowledge and agree that YOU are solely responsible for all of Your Content that YOU upload, post or distribute to, on or through the Services, and to the extent permissible by law, LG excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto. YOU hereby acknowledge and agree that LG cannot and does not review the Content created or uploaded by its users, and neither LG nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the websites or Services for Content that is inaccurate or inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Services or applicable law. LG and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Services by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Services. By using the Services or websites, YOU irrevocably waive the right to assert any claim with respect to any of the foregoing against LG or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

9. Violators.

LG will suspend or terminate Your access to the Services if LG determines, in its sole discretion, that YOU have breached these Terms of Service, if LG receives a DMCA notification or other notification from a third party (directly or from a DSP) that Your Content infringes the copyright, or other rights of a third party, or if LG believes that Your behavior is inappropriate, or constitutes an Improper Activity, or that YOU fail to comply with any of our requirements.

10. Blocking of IP Addresses.

In order to protect the integrity of the Services, LG reserves the right at any time in its sole discretion to block YOU from certain IP addresses from accessing the Services and websites.

11. Account Security.

YOU are responsible for maintaining the confidentiality of the username and password that YOU designate during the LG registration process, and YOU are fully responsible for all activities that occur under Your username and password. YOU agree to (a) immediately notify LG of any unauthorized use of Your username or password or any other breach of security, and (b) ensure that YOU exit from Your account at the end of each session. LG will not be liable for any loss or damage arising from Your failure to comply with these provisions. YOU should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information. If YOU share Your computer with others, YOU may wish to consider disabling Your auto-login feature if YOU have it linked to Your LG account.

12. Limitation of Liability.

1. In no event shall LG be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to YOUR usage of the LG websites or LG’s Services. Nothing contained in this Services or LG websites or in any written or oral communications from LG or its employees or agents shall be
2. The content and functionality on the LG websites and the Services provided by employees of the LG websites are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
3. LG makes no warranties, express or implied, that the functionality of the LG websites will be uninterrupted or error-free or free from virus or third party attack. YOU hereby acknowledge that Your use of the LG websites and the Services is at Your sole risk.
4. In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, YOU agree that the entire aggregate liability of LG and sole remedy available to YOU in any case in any way arising out of or relating to the Agreement, LG websites or the Services shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by YOU to LG during the six months prior to notice to LG of the dispute for which the remedy is sought.

13. Indemnity by YOU.

YOU agree to indemnify and hold LG, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney fees, arising out of or related to:

1. Your use of the Services and/or LG websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation Your representations and warranties set forth above;
2. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the licensing of Your Content, the hosting of Your Content on any DSP or LG websites, and/or Your making available thereof to other users of the Services or LG websites, and/or the actual use of Your Content by other users of the LG websites or related Services in accordance with these Terms of Services and the parameters set by YOU with respect to the distribution and sharing of Your Content;
3. any activity related to Your account, either by YOU or by any other person accessing Your account with or without Your consent unless such activity was caused by the act of LG.
4. any Improper Activities

14. Arbitration Provision/No Class Action.

As a condition of using the LG websites and/or Services, YOU agree that any and all disputes, claims and causes of action (collectively, “Claim”) arising out of or connected with this AGREEMENT, the LG websites and/or Services, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any competent state federal or foreign court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association in Denver, Colorado (unless mutually agreed to be elsewhere at that time), before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by AAA. The parties shall split the arbitration costs. No attorney fees shall be awarded.

15. No Third Party Beneficiaries.

YOU agree that there shall be no third party beneficiaries to this Agreement.

16. Availability Outside the U.S.

If YOU access LG website, or our Services from outside of the United States, YOU do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction. If YOU access the LG websites or Services from outside of the United States, YOU acknowledge that any personal information YOU provide will be processed in the United States and YOU hereby consent to the collection and processing of Your personal information in a manner consistent with all applicable laws.

17. Entire Agreement.

This Agreement contains the entire agreement between YOU and LG regarding the use of the LG websites and/or the Services.

18. Severability; Waiver.

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, LG’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect LG’s ability to enforce such term at any point in the future.