MediaNet

MediaNet Claiming Portal Terms of Use

IMPORTANT – READ CAREFULLY

This is a legally binding agreement between you (“You” and “Your”) and MediaNet, Inc., a Delaware Corporation (“MediaNet” and “We”). By clicking “I agree” and/or using the MediaNet Claiming Portal (as defined below), you are indicating that you have read and understand, and you consent to be bound by, all of the terms and conditions of both the MediaNet Website Terms of Use, incorporated herein by reference, and the supplemental terms set forth herein (the “Portal Terms of Use”), which will collectively govern Your use of the MediaNet Claiming Portal. Reference to the Portal Terms of Use shall be deemed to include reference to the MediaNet Website Terms of Use, unless the context otherwise requires. If and to the extent there is a conflict between the terms of the MediaNet Website Terms of Use and the supplemental terms set forth herein, the supplemental terms set forth herein shall govern with respect to your use of the MediaNet Claiming Portal.

As used herein, MediaNet includes MediaNet, Inc. and its divisions, subsidiaries, successors, parent companies, and their respective directors, officers, employees, partners, principals, agents and representatives.

MediaNet reserves the right, in its sole discretion, to change, add or remove portions of these Portal Terms of Use at any time and all rights that it may have in law or equity to enforce the terms of these Publisher Terms of Use. It is Your responsibility to check these Publisher Terms of Use each time before using the MediaNet Claiming Portal. Your continued use of the MediaNet Claiming Portal following the posting of changes will mean that You accept and agree to the changes. Because they are binding upon You and govern Your relationship with MediaNet, You should visit this page from time to time to review the then-current Publisher Terms of Use.

1. Description of the MediaNet Claiming Portal.

MediaNet’s publisher portal (the “MediaNet Claiming Portal”) is a tool created and operated by MediaNet which allows rights holders to claim ownership of the musical compositions embodied in the sound recordings in MediaNet’s catalog. Through the MediaNet Claiming Portal You may be provided with access to functionality which allows You to upload Your musical compositions catalog and/or search a catalog of sound recordings to identify those sound recordings which embody the musical compositions that You own or control. The ownership information you provide to MediaNet through the MediaNet Claiming Portal will help it continue to administer licenses and pay royalties for the use of musical compositions by MediaNet and its customers in an accurate, efficient and transparent manner. You may find additional information about the MediaNet Claiming Portal by vising the MediaNet Claiming Portal FAQ.

2. Registration and Login Information

2.1 As part of the Account registration process, or as part of Your continued use of the MediaNet Claiming Portal, you may be required to provide MediaNet with information about You such as identification, contact information, and banking information. You agree that any such information You provide to MediaNet will always be accurate, correct and up to date, and You agree to provide MediaNet with any updates or changes to Your registration and contact information via the “My Profile” page in the MediaNet Claiming Portal.

2.2 In order to use the MediaNet Claiming Portal You will need a user account (“Account”) and login information (e.g., username and password) (“Login Information”). An Account will either be set up for You by MediaNet or by You through the MediaNet Claiming Portal. You may update Your Login Information anytime through the MediaNet Claiming Portal. Your Login Information is unique to You and will allow You to view Your Account and information related to Your musical compositions. You agree and understand that you are responsible for maintaining the confidentiality of your Account and Login Information and further agree not to share these with any third-party. If you are aware that someone else is accessing Your Account or has obtained your login information, immediately change Your password in the “My Profile Page” in the MediaNet Claiming Portal and then notify MediaNet by email at claimsupport@mndigital.com.

2.3 You acknowledge, consent and agree that MediaNet may access, preserve, process and disclose Your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Portal Terms of Use; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to Your requests for customer service, if applicable; or (v) protect the rights, property or personal safety of MediaNet and the public.

3. Metadata

3.1 You may be provided with access to metadata through the MediaNet Claiming Portal (“Metadata”). Such metadata is obtained by MediaNet from multiple sources such as record labels, content aggregators and music publishers, and is provided to you solely for the purpose of assisting You in identifying sound recordings through the MediaNet Claiming Portal in which Your musical compositions may be embodied. You may not make any further use of the Metadata, including, without limitation, for any commercial purposes. All of the Metadata is provided to You “as is” and without any representations or warranties of any kind, including, without limitation, any warranties as to accuracy or fitness for any particular purpose.

4. Ownership Claims

4.1 Through the MediaNet Claiming Portal You will be able to claim the musical compositions which you own and/or control (each such claim, a “Claim”), including, without limitation, via the submission of data files to MediaNet and/or via an interface through which You can claim specific musical compositions. By making a Claim, You represent and warrant that (i) You own and/or control the applicable musical compositions or that You are the authorized agent of the owner of the applicable musical compositions, and (ii) You are authorized to collect royalties in connection with the use of the applicable musical compositions.

4.2 As part of the Claims process You will provide MediaNet with certain data related to Your musical compositions (“Ownership Data”). You agree that all Ownership Data You provide will be true and accurate, and You will keep all Ownership Date current. You further agree that MediaNet may use all Ownership Data provided to it in any manner for the purposes of paying You royalties, providing musical composition copyright clearance and publishing administration services, in connection with the distribution of sound recordings and/or musical compositions, or to otherwise improve publishing administration efforts.

4.3 All Claims will be processed by MediaNet in accordance with its standard data ingestion processes, and any conflicts that arise will be resolved by MediaNet in accordance with its conflict resolution policies.

5. Statutory Mechanical Licensing Pursuant to Section 115 of the United States Copyright Act

5.1 You agree that MediaNet may serve You with Notices of Intention to Obtain a Compulsory License (“NOIs”) and Statements of Account pursuant to Section 115 of the United States Copyright Act and the applicable Federal Regulations (“Section 115”) in electronic format either via the MediaNet Claiming Portal or email directed at the email address associated with Your Account or other email address you may have provided to MediaNet. If You wish to obtain NOIs and/or Statements of Account by mail, please let MediaNet know via email at claimsupport@mndigital.com and You will begin receiving these documents by mail within sixty (60) days.

5.2 You agree that the applicable licensees listed in the NOIs provided to you by MediaNet will be deemed compulsory licensees with respect to the applicable musical compositions pursuant to Section 115 with all of the rights and obligations thereunder, even is such NOIs were received by You following the distribution of the applicable musical compositions.

5.3 By providing Your banking information to MediaNet, You agree to receive royalty payments from MediaNet, including in connection with the making and distribution of phonorecords as set forth in Section 115, by electronic means and authorize MediaNet to send credit entries, as well as appropriate adjustments and debit entries, if needed, to the account provided via direct deposit in connection with such royalty payments. If you wish to obtain Your royalty payments by check, please let MediaNet know via email at claimsupport@mndigital.com and You will begin receiving these payments by check within sixty (60) days.

5.4 You agree that You will not bring, or support, or assist others in bringing any claims of copyright infringement against MediaNet (an “Action) arising out of or relating to the uses of musical compositions that may be authorized by Section 115 that occurred prior to Your assent to these Portal Terms of Use. For any uses of musical compositions that may be authorized by Section 115 that You believe violates any law, rule or regulation and occurs following Your assent to these Portal Terms of Use, You agree not to pursue, support or assist any Action unless you provide MediaNet with written notice of such alleged violation to legal@mndigital.com and MediaNet fails to cure such within thirty (30) days of receipt of such notice.

6. Confidentiality

6.1 The data made available to You as part of the Claims process in the MediaNet Claiming Portal (e.g., usage data) is proprietary and confidential to MediaNet (such information is referred to herein as “Confidential Information”). You agree not to use the Confidential Information for any purpose other than in connection with making and processing Claims. You further agree not to disclose the Confidential Information other than (i) to Your employees, financial advisors and in-house attorneys who have a need to know such information for the purposes of making and processing Claims, or (ii) as required by operation of law, court order or other governmental demand, provided that prior written notice of such disclosure is furnished to MediaNet in writing to legal@mndigital.com in order to afford MediaNet a reasonable opportunity to seek a protective order.