Parola Terms of Service

 

Digital Layers, Inc. d/b/a Parola (“Parola”, or “us”, “our”, “we”) provides an online application for listening to, recording, creating, remixing, sell, and distribute sharing music creative and social collaboration, including through mobile devices (the “Application”). These Terms of Service (“Terms”) govern your access and use of the Application, including regarding any financial amounts to which you may be entitled to from any content that you upload to the Application. “You” means a user of the Application.

 

IMPORTANT NOTE: BY RECORDING AND UPLOADING CONTENT TO THE APPLICATION YOU AUTOMATICALLY PROVIDE PAROLA WITH ALL OWNERSHIP OF SUCH CONTENT. SEE BELOW (UNDER “RIGHTS IN USER CONTENT”) FOR MORE INFORMATION ABOUT THE RIGHTS YOU PROVIDE TO PAROLA. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT UPLOAD CONTENT TO THE APPLICATION.

 

Please read these Terms carefully. You must accept these Terms prior to using the Application. By using the Application, you signify your consent to these Terms, including without limitation our privacy policy, which may be modified from time to time, a copy of which is available at www.parola.com (our “Privacy Policy”). Changes may be made to these Terms and the Privacy Policy from time to time, and Parola will provide you with notice pursuant to the Terms of any material changes. Your continued use of the Application following such notice will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not make any use of the Application.

 

 

Use of Application

 

Parola allows you to access and use the Application subject to these Terms. Parola may, in its sole discretion and at any time, modify or discontinue providing the Application or any part thereof without notice.

 

Use of and access to the Application is void where prohibited by law. By using the Application, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older, or else have your account created and registered by your parent or legal guardian and (d) your use of the Application does not violate any applicable law or regulation or any obligation.

 

 

Registration

 

You may register to use Parola by registering an account or connecting through Facebook (or another social media account as permitted by Parola. By registering through a social media account you represent and warrant that such account is yours and you have all right to provide us with the information in such account according to the terms and conditions of the other applicable social media account. We may terminate your use of the Application if you let someone use your account inappropriately, or if you or anyone using your account violates these Terms. If your account is terminated, you may not rejoin Parola again without our express permission. You agree to immediately notify us of any unauthorized use of your account. You are fully and solely responsible for the security of your computer system, mobile device and all activity on your account, even if such activities were not committed by you. Parola will not be liable for any losses or damage arising from unauthorized use of the Application, and you agree to indemnify and hold Parola harmless for any improper or illegal use of the Application, and any charges and taxes incurred, unless you have notified us via e-mail at support@parola.com that your account have been compromised. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Application.

 

 

Termination of Account

 

Parola may for any reason, in its sole discretion and without notice, terminate your account, and remove from the Application any User Content (as defined below) associated with your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior, or (iv) behavior that is harmful to other users, including travelers, other users or the business interests of Parola.

 

If Parola believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Application. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal, harassing or offensive behavior on the Application. You may request termination of your Parola account at any time and for any reason by sending an email to support@parola.com. Any suspension, termination, or cancellation of your account or these Terms shall not affect your obligations to Parola and its licensors under these Terms (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

 

If you Posted any User Content to the Application, Parola may in its sole direction permit such User Content to remain available on the Application following the termination or expiration of these Terms or the termination of your account. Parola may in its sole discretion delete such User Content following such termination or expiration, but it shall have no obligation to provide you with a copy of such User Content.

 

 

User Content

 

Parola allows you to post certain audio, visual, images and video content on the Application, and may allow you to post additional textual or video materials. In addition, Parola may allow you to post comments on the Application. In these Terms, “User Content” means any content that you Post on or through the Application. “Post” means to transmit, upload, make available, create, modify, record, mix or remix and includes any of the foregoing actions even if performed by another person in a group that you have joined.

 

User Content can include Original Content, Covers and Remixes. See the Parola Payment Terms (available at parola.com) for specific definitions of these terms and how any payments from Parola can depend on the specific type of User Content.

 

Parola has no obligation to accept, display, review or maintain any User Content. Moreover, Parola reserves the right to edit, delete, or move user Content from the Application without notice for any reason at any time. User Content that you submit or post will be available to the public, and you should have no expectation of privacy in the same.

 

You are fully and solely responsible for any User Content you submit or post. You represent and warrant that, if you Post any User Content on the Application, that (a) you have sufficient rights to Post such content and provide Parola with all and every of the rights, title, interests and licenses set forth in these Terms and (b) that neither your Posting of such User Content nor the exercise by Parola or any other users of the rights set forth in these Terms, shall infringe the intellectual property, moral, publicity or privacy rights of any third party.

 

In addition, you will not Post any User Content that: (a) impersonates another user or otherwise misrepresents yourself in any manner; (b) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses or registrations or would cause Parola to be in violation of any law or regulation, or to infringe any right of any third party; (c) contains falsehoods or misrepresentations that may damage Parola or any third party; (d) imposes an unreasonably or disproportionately large load on our infrastructure; or (e) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (i) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iii) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or may be harmful to a minor, (iv) any virus, worm, Trojan horse, or other harmful or disruptive component or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.

 

 

Intellectual Property

 

Parola and its licensors own the Application, including all worldwide intellectual property rights in the Application, and the trademarks, service marks, and logos contained therein.  Except as expressly permitted herein, you may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create remix of, transfer, sell or otherwise use the Application or any User Content appearing in the Application.  You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Application. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of Parola or any third party.

 

You may not or attempt to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Application; (b) circumvent, disable, or otherwise interfere with security-or access-related features of the Application or features that prevent or restrict use or copying of any User Content; (c) use any robot, spider, search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Application; (d) harvest, collect or mine information about users of the Application; or (e) use or access another user’s account or password.

 

 

Rights in User Content

 

By Posting any User Content on the Application, you hereby assign to Parola all right, title and interest you have in such User Content (including without limitation all your intellectual property rights, related rights, publicity rights, moral rights, sound recording rights, performers rights, rights in audiovisual recordings and other neighboring and related rights, and other economic rights, all of he foregoing however denominated, throughout the universe; for the avoidance of doubt, the foregoing assignment includes both any rights you may have in the musical composition of any User Content and any rights you may have in the sound recordings of any User Content). You shall take all actions necessary to give effect to the foregoing assignment including, to the extent necessary, executing applicable documentation. You shall not be entitled to any payment or other consideration pursuant to these Terms unless and until you take any such required actions.

 

For example, if you Post any Original Content, you grant to Parola all right, title and interest in such Original Content, including all copyrights, rights in the musical composition of such Original Content and rights in the sound recording of such Original Content. If you post any Covers, you grant to Parola all right, title and interest in the sound recording of such Cover and, to the extent such rights are owned by you, the rights in the musical composition of such Cover. If you post any Remix, you grant to Parola all right, title and interest in the sound recording of such Remix and, to the extent such rights are owned by you, the rights in the musical composition of such Remix.

 

 

If you are not able under applicable law to assign to Parola all such right, title and interest in User Content Posted on the Application, you hereby grant to Parola (and its successors and assigns) the exclusive, sublicenseable, royalty-free, worldwide right to reproduce, modify and create remix, display, publish, distribute and make available such User Content. To the extent any of the foregoing licenses cannot be granted to Parola, you hereby irrevocably waive and agree never to assert the non-licensable rights, title and interest against Parola, any of Parola’s successors in interest, or any of Parola’s users or customers or partners. You also grant Parola and its users are ancillary rights necessary to effect the foregoing.

 

The foregoing licenses shall indefinitely survive the termination or expiration of these Terms for any reason.

 

Pursuant to the following assignments, you may not distribute or record any User Content on any other platform or social media site unless (a) you receive the prior written consent of Parola or (b) such other platform or site has executed agreements to make payment of applicable royalties in respect of such content or recording to the proper bodies.

 

 

Commercialization and Payment

 

If Parola commercializes any User Content, it will make payment as set forth in the Parola payment terms, available at parola.com (the “Parola Payment Terms”). The Parola Payment Terms set forth the sole and exclusive amounts to which you shall be entitled from Parola or in respect of any User Content. The Parola Payment Terms also describe the terms of the timing and process for receiving any payment from Parola or in respect of any User Content, and you shall not be entitled to payment in any other manner other than as set forth in the Parola Payment Terms. Parola may offer User Content for free in its discretion, in which case you shall not be entitled to any payments under the Parola Payment Terms.

 

Parola has no obligation to commercialize any User Content. Parola may negotiate the terms of any agreement for the commercialization of any User Content in its sole discretion, and may choose to or decline to enter into such agreement, or fail to perform under such agreement, all in its sole discretion, without any liability to you or any other user.

 

 

Copyright Infringement

 

Parola respects the intellectual property rights of others and expects its users to do the same. Parola will remove all infringing User Content if properly notified that it infringes third party intellectual property rights, and may do so at its sole discretion, without prior notice to users at any time.

 

Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is Parola’s policy to respond expeditiously to copyright owners who believe material appearing on the Application infringes their rights.  If you believe that something appearing on the Application infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice.

 

It is Parola policy to terminate the account of repeat infringers in appropriate circumstances. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to our copyright agent: support@parola.com.

 

 

Disclaimers & Disclaimer of Warranty

 

Your use of the Application and/or User Content is at your sole discretion and risk. The Application and/or User Content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from Parola. PAROLA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE APPLICATION AND/OR USER CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PAROLA DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE APPLICATION AND/OR USER CONTENT; OR (II) THAT THE APPLICATION WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE APPLICATION.

 

You understand that Parola is not responsible for the accuracy, usefulness, safety, appropriateness of or infringement by any User Content available on the Application.  Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials that you may be involuntarily exposed to such offensive or obscene materials, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against Parola with respect to thereto. It is also possible for others to obtain personal information about you due to your use of the Application, including through any User Content that you make available through your account. Anyone receiving or viewing User Content may use your information (such as your contact details, location or description of materials that are made available) for purposes other than what you intended. We are not responsible for the use of any personal information that you disclose on the Application or through any User Content. By making any information (including your contact details, location or description of materials) available through the Application you acknowledge that you understand and have agreed to such risks. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE APPLICATION OR OTHERWISE.

 

No advice or information, whether oral or written, obtained by you from Parola, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

 

 

Limitation of Liability

 

IN NO EVENT SHALL PAROLA OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE APPLICATION  OR ANY USER CONTENT, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE APPLICATION, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT PAROLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL PAROLA'S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO PAROLA FOR USE OF THE APPLICATION. IF YOU HAVE NOT MADE ANY PAYMENTS TO PAROLA FOR THE USE OF THE APPLICATION, THEN PAROLA SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

 

In addition to the foregoing, Parola assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User Content. Parola is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Application, including any injury or damage to users or to any person's mobile device or computer related to or resulting from participation or downloading materials in connection with the Application. UNDER NO CIRCUMSTANCES SHALL PAROLA BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE APPLICATION, FROM ANY USER CONTENT POSTED ON OR THROUGH THE APPLICATION, OR FROM THE CONDUCT OF ANY USERS OF THE APPLICATION, WHETHER ONLINE OR OFFLINE.

 

 

Indemnification

 

You agree to indemnify, defend, and hold harmless Parola and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Application, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Application, including, without limitation, provision of services in connection with the Application shall be in compliance with all applicable laws, regulations and guidelines.

 

 

Miscellaneous

 

These Terms shall be governed by the law of the State of California exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Except as set forth below, any action to be brought in connection with these Terms or the Application shall be brought exclusively in the competent state or federal courts in Santa Clara County, California and you irrevocably consent to their jurisdiction. Any cause of action against Parola must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be illegal or unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and Parola or authorizes you to act on behalf of Parola. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between Parola and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the email account or account of any social networking Application that you provided upon registration.

 

 

Binding Arbitration

 

You and Parola agree that, except as provided below, all disputes, controversies and claims related to these Terms (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”). Except as otherwise provided in these Terms, (a) you and Parola may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. The arbitration will be conducted in San Francisco, California, unless the parties agree to video, phone and/or Internet connection appearances. BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND PAROLA WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. You and Parola agree that any arbitration shall be limited to the Claim between Parola and you individually. YOU AND PAROLA AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION

 

 

Arbitration Fees

 

If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If Parola initiates arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.

 

 

 

Last updated: June 2015

 

 

 

 

 

Parola Payment Terms

 

Digital Layers, Inc. d/b/a Parola (“Parola”, or “us”, “our”, “we”) provides an online application for listening to, recording, creating, remixing, sell, distribute and sharing music and creative and social collaboration, including through mobile devices (the “Application”).

 

These Payment Terms make use of certain capitalized terms that are defined at the end of the Payment Terms. Terms capitalized but not defined in these Payment Terms shall have the meaning set forth in our Terms and Conditions, a current version of which is available at www.parola.com.

 

 

Commercialization

 

Parola may, pursuant to the Terms, commercialize User Content that you make available on the Application. These Payment Terms describe how Parola will make payment to you if Parola commercializes your User Content. These Payment Terms set forth the sole amounts that you will be entitled to for any use of the Platform or any User Content you make available on the Platform, and you shall not be entitled to any amounts save as expressly set forth herein. These Payment Terms also describe the terms of the timing and process for receiving any payment from Parola or in respect of any User Content, and you shall not be entitled to payment in any other manner other than as set forth in these Payment Terms.

 

 

Revenue Share

 

If Parola receives Net Revenues in respect of Commercialized Content that includes User Content which you posted, you shall be entitled to amounts from Parola as set forth below. In general, Parola distinguishes between the amounts received by Parola in respect of the rights in the musical composition of Commercialized Content (“Publishing Rights”) and the amounts received by Parola in respect of the rights in the sound recording of Commercialized Content (“Master Rights”).  Parola determine in its sole discretion which portion of amounts received are in respect of Publishing Rights and which portion are in respect of Master Rights.  Please note that according to the definition of Net Revenues, you shall only share in Parola’s revenues as calculated after Parola has made payments of applicable royalties to third parties. Parola shall determine in its sole discretion whether any royalties are due to third parties.

 

1. If the entire Commercialized Content is your Original Work, Parola shall make payment to you in the amount of 50% of Net Revenues (in respect of both the Publishing Rights and the Master Rights) from such Commercialized Content.

 

2. If the Commercialized Content is a Cover, then Parola shall make payment to you in the amount of:

 

(a) 50% of Net Revenues from the Publishing Rights in respect of such Commercialized Content, if you created and Posted the Original Work of which such Cover is a recording  (and granted, according to the Terms and Conditions, to Parola all right, title and interest in such Original Work); for clarity, except as set forth herein, the recording of the Cover itself shall not entitle any user to any revenue share from the Publishing Rights and

 

(b) 50% of Net Revenues from the Master Rights in respect of such Commercialized Content, if you created and Posted the Cover (and granted, according to the Terms and Conditions, to Parola all right, title and interest in such Cover);

 

3. If the Commercialized Content is a Remix, Parola shall make payment to you in the amount of:

 

(a) 50% of the Net Revenues from Publishing Rights in respect of such Commercialized Content if you created and Posted the Original Content of which the Commercialized Content is a Remix (and granted, according to the Terms and Conditions, to Parola all right, title and interest in such Original Content); for clarity, except as set forth herein, the recording of the Remix itself shall not entitle any user to any revenue share from the Publishing Rights

 

(b) 25% of Net Revenues from the Master Rights in respect of such Commercialized Content, if the Commercialized Content is a Remix of Original Content and either (i) you created and Posted the Original Content or (ii) you created and Posted the Remix and, in both (i) and (ii), you granted, according to the Terms and Conditions, to Parola all right, title and interest in such Original Content or Remix, as applicable;

 

(c) 25% of Net Revenues from the Master Rights in respect of such Commercialized Content, if the Commercialized Content is a Remix of a Cover of Original Content and either (i) you created and Posted the Cover or (ii) you created and Posted the Remix and, in both (i) and (ii), you granted, according to the Terms and Conditions, to Parola all right, title and interest in such Cover or Remix, as applicable;

 

(d) 25% of Net Revenues from the Master Rights in respect of such Commercialized Content, if the Commercialized Content is a Remix of a Cover of Third Party Work and either (i) you created and Posted the Cover or (ii) you created and Posted the Remix and, in both (i) and (ii), you granted, according to the Terms and Conditions, to Parola all right, title and interest in such Cover or Remix, as applicable;

 

Except as expressly set forth herein, Parola shall not make any payments to you in respect of Commercialized Content that is a Third Party Remix.

 

4. If any Original Work, Cover or Remix in respect of which Parola is required to make payments hereunder was created by a number of Parola users, then Parola shall only make payment to each user that Posted Commercialized Content that is included in such Original Content, Cover or Remix, as applicable, a pro-rata amount (divided equally among all such users) of the amounts otherwise due hereunder.

 

5. Parola shall retain for its own account any amounts that it is not obligated to pay hereunder.

 

6. Except as expressly set forth above, you shall not be entitled to any amounts in respect of User Content.

 

 

Payment Terms

 

If Parola is obligated to make payment of any amounts hereunder, Parola shall make payment of such amounts within 90 days of the conclusion of the calendar year in which Parola received the applicable Net Revenues. Parola shall make payment without withholding or deduction, unless required by law. If Parola is required by law to make any withholding or deduction, Parola shall deduct such amounts from amounts otherwise payable hereunder and make payment thereof to the applicable authorities.

 

Parola shall from time to time establish standard means of making payments hereunder, such as for example via credit card or electronic payment methods. Parola may choose such payment methods in its sole discretion. It is your responsibility to properly set up an account or other means of receiving payment for the payment methods supported by Parola, and to provide Parola with accurate details of such account or other means of receiving payment. Parola may in its direction require you to provide documentation that is sufficient in Parola’s sole discretion to substantiate such details. If you do not set up an account or other such means of payment, Parola shall not be obligated to make payment to you hereunder. Parola shall not have any liability if you provide inaccurate or incorrect payment or account information.

 

You shall have 12 months from Notification Date to set up such account or other means of payment and provide Parola with accurate details thereof. If you do not set up such account within 12 months of the Notification Date, such amounts shall to the maximum degree permitted under applicable law be forfeit and Parola shall not have any responsibility or liability to you in respect thereof.

 

 

Definitions

 

When used in these Payment Terms, the following terms when capitalized shall have the meaning set forth below.

 

1. “Commercialized Content” means a work available on the Application, in respect of which Parola provides a license to a third party to perform, display or distribute such work.

 

2. “Cover” means User Content that was Posted on the Application, which is a derivative or reinterpretation of content in which the Posting user did not own all rights in the musical composition of such work. A “Cover” may be a new recording of (a) an Original Work, or (b) Third Party Work. A “Cover” does not include a recording in which elements or components of a previous recording were mixed.

 

3. “Net Revenues” means amounts actually received by Parola in respect of User Content, less (a) any amounts received by Parola in respect of taxes or government charges, (b) any amounts payable by Parola for any reason in respect of third party royalties related to such User Content and (c) any amounts payable by Parola in respect of commissions or fees related to such User Content. (d) billing cost/fees (e) an additional 10% of the total amount received by Parola in respect of such User Content, to account for Parola’s administration costs.

 

4. “Notification Date” means the date that Parola informed you pursuant to the Terms that amounts are due to you hereunder

 

5. “Original Work” means User Content that was created by a user and Posted on the Application, in which all the Posting user(s) had sufficient right, title and interest (including without limitation in both the musical composition and sound recording) in such User Content in order to transfer to Parola under the Terms and Conditions all right, title and interest in such User Content (including without limitation all rights in both the musical composition and sound recording of such User Content).

 

6. “Remix” means any User Content that was Posted on the Application, in which elements or components of a previous recording were mixed.

 

7. “Third Party Work” means a work that is any one of the following: (a) it is not User Content, (b) it was not Posted to the Application or (c) Parola does not own all right, title and interest in the musical composition of such work.

 

8. “Third Party Remix” means a Remix of an earlier sound recording that is any one of the following: (a) such earlier sound recording is not User Content, (b) such earlier sound recording was not Posted to the Application or (c) Parola does not own all right, title and interest in both the musical composition and sound recording of such earlier sound recording.

 

Last updated: August 2015