ARTIST CONSIGNMENT AGREEMENT
Welcome to the IsaiArangam Store Artist Consignment Agreement ("Agreement"). This Agreement contains the terms and conditions under which IsaiArangam Store offers the "Consignment Service" (defined below). Use of the Consignment Service constitutes your agreement to and acceptance of this Agreement.
IsaiArangam Store (a division of IsaiArangam, along with our licensees and assignees referred in this Agreement as “us” and “we” and “IsaiArangam Store”) reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to not use the Consignment Service. Your continued use of the Consignment Service following posting of a change notice or new agreement on the Site will constitute binding acceptance of the changes.
1. Agreement.
1.1 Consignment Service. This Agreement provides the terms and conditions under which IsaiArangam Store provides its service that will allow you to market, and/or sell Products on IsaiArangam Store.
1.2 Terms of Service. If you become a IsaiArangam Store Artist, you will continue to be bound by all of the terms and conditions of the Terms of Service, which can be accessed from the footer of the frontpage of IsaiArangam.Com, which are incorporated into this Agreement by this reference. For clarity, the Consignment Service is deemed part of the "IsaiArangam Store Service." All initially-capitalized terms not defined in this Agreement are defined in the Terms of Service, and any disputes you may have relating to your use of the Consignment Service will be subject to confidential binding arbitration in accordance with Section 10 of the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, this Agreement will govern and be given precedence.
2. Becoming a IsaiArangam Store Artist.
2.1 Contact Information. You must provide IsaiArangam Store with accurate and complete contact information when you submit your album/track. You must immediately notify IsaiArangam Store if any of this information changes. If you do not provide IsaiArangam Store with complete, accurate, and updated contact information, you may not be eligible to sell Products for a commission and payments may be temporarily withheld.
3. Your Obligations.
3.1 General. You must use the Consignment Service in a manner that demonstrates respect for the rights of IsaiArangam Store and third parties and in accordance with applicable laws and regulations.
3.2 Artist Content. You will be solely and exclusively responsible for ensuring that your Account, any content or materials that you submit to IsaiArangam Store for use with your Products ("Content"), and any websites linked to your Account pages comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. While IsaiArangam Store has no obligation to monitor the transactions or communications made through its Website, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any Content from the Website at any time without notice and without any liability to you or any third party.
tation, by exploiting images or the likeness of minors.
4. Licensing Your Content to IsaiArangam Store.
By sending us or uploading any of your Content for use on the Website, you grant to IsaiArangam Store a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future: (i) to permit you to use the Consignment Service to market and sell Products, and (ii) to promote, market and advertise your Products as part of the IsaiArangam Store Service, in those places where we advertise our services or Products. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products on the Website, (ii) promotional "streams" of audio Content on the Website, and (iii) Product or Content placement in magazines, web sites, IsaiArangam Store advertisements, and other media specifically excluding television and movies, solely in connection with our promotion of the IsaiArangam Store Service. IsaiArangam Store may sublicense the rights that you grant it in this Section. This Section 4 only gives IsaiArangam Store the right to use your Content for the purposes stated above, and does not give IsaiArangam Store ownership of any of your Content, or a license to use your Content other than as specifically stated above.
5. Product Creation.
5.1 Delivery of Content. You will upload or ship to IsaiArangam Store all Content that you want to use with the Consignment Service in accordance with the applicable instructions on the Website. You must also upload or ship all other Content required to package and market any of your Products, such as cover artwork, titles, and complete and accurate credits. IsaiArangam Store may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Consignment Service.
5.2 Approvals and Consents. You must either own all right, title and interest in and to the Content, including all intellectual property rights therein, or you must otherwise have all necessary approvals and consents to use all Content and, if requested by IsaiArangam Store, you must deliver copies of those approvals and consents to IsaiArangam Store. Without limiting the above, you are responsible for and must pay any royalties or similar payments that are or may become due to any third party, such as all payments for third-party material in your Content.
5.3 Costs of Creation and Delivery. You will be solely responsible for the creation of the electronic and digital Content that you upload or ship to IsaiArangam Store and for all physical Products which are held on consignment by IsaiArangam Store on your behalf, and will pay all costs associated with its creation and copies thereof. Without limitation to the above, you will be responsible for all shipping charges and insurance on the Product during shipment and delivery.
5.5 Customer Returns. Customer returns are not accepted unless the product is defective or damaged. If that is the case, IsaiArangam will debited the total cost occurred to IsaiArangam from the IsaiArangam Store Artist’s sales and refund the money to the customer directly.
5.6 Insurance. You acknowledge and agree that IsaiArangam Store does not carry insurance relating to Product stored by IsaiArangam Store under this Agreement, and will not be responsible for loss absent IsaiArangam Store’s gross negligence or intentional misconduct. If you desire for the Product inventory to be insured, you must obtain such insurance at your cost.
6. Marketing and Advertising Your Products.
6.1 Marketing of Your Products. IsaiArangam Store reserves the right, but has no obligation, to promote or advertise your Products, for example, featuring them in IsaiArangam Store newsletters or on the Website, referring Users to your Products, or describing your Products in communications with third parties
6.2 Customer Information. IsaiArangam Store may, from time to time, provide you with information relating to Customers that purchase Products via the Consignment Service. You may only use or disclose this information to a third party for your internal record keeping. You may not disclose any of this information to a third party or use it for any other purposes. In all events, you will comply with the terms of IsaiArangam Store’s privacy policy in connection with the Customer data provided under this Agreement.
7. Compensation and Fees.
7.1 Tax Information. If you choose to sell Products through the Consignment Service, IsaiArangam Store will use its reasonable efforts to collect sales tax owed on the sales of the Products offered thereby (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with this Agreement, and you hereby indemnify IsaiArangam Store for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by IsaiArangam Store hereunder.
7.2 Pricing Terms for Products. You will have the discretion to set the pricing for your Products on IsaiArangam Store, provided that in all events the price must exceed the IsaiArangam Store Fee (defined below).
7.3 Payment Terms. For each sale of your Products through the Site (or sold by IsaiArangam Store through its distributors), IsaiArangam Store shall collect the aggregate amounts from the customer, and shall retain the “IsaiArangam Store Fee” (30% of every sale) for sales through IsaiArangam and 50% for sales made through any of the other Online Distributors (optional additional service), and shall remit any remaining amounts to you (the “Artist Payment”). IsaiArangam Store will make a payment to you (by check, wire or electronic transfer) for the amount of the Artist Payment by the 1st week of every month after the revenues were received and your payment threshold has been met. The minimum payment threshold is $30. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to IsaiArangam Store as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address.
7.4 Charitable Contribution. Unless you and IsaiArangam Store otherwise agree in writing, IsaiArangam Store may at its sole option remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of IsaiArangam Store's choice if: (i) you fail to provide IsaiArangam Store with accurate and complete contact information; and (ii) the funds remain outstanding for more than 6 months and your payment threshold has not been met. If IsaiArangam Store makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.
8. Indemnification. As you are bound by the Terms of Service in using the Consignment Service, you must indemnify, defend and hold IsaiArangam Store harmless for any Claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Consignment Service in accordance with Section 7 of the Terms of Service. You must also indemnify, defend, and hold IsaiArangam Store harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. IsaiArangam Store may withhold any payments that it owes you if you have to indemnify IsaiArangam Store.
9. Termination.
9.1 IsaiArangam Store Termination. In its sole discretion, with or without notice to you, IsaiArangam Store may: (i) suspend, limit your access to or terminate your use of the Consignment Service, (ii) suspend, limit your access to or terminate your Account, (iii) remove any of your Content from IsaiArangam Store's servers and directories and (iv) prohibit you from selling any new Products through the Consignment Service.
9.2 IsaiArangam Store Artist Termination. If you are a IsaiArangam Store Artist, you may terminate your Account for any reason at any time by contacting our customer service department at www.isai-arangam.com/contact. Our service hours are from 3:00pm GMT to 12:00am GMT Monday through Sunday.
9.3 Termination Fees. There are no termination fees. If for some reason at time of termination a IsaiArangam Store Artist owes IsaiArangam Store moneys at time of termination, any outstanding balance must be paid to IsaiArangam Store prior to the termination.
9.4 Effect of Termination. If you or IsaiArangam Store suspend or terminate your Account, you understand that we will cease making the Products available through the Consignment Service. Accordingly, IsaiArangam Store may, without being liable to you or any third party: (i) delete any Content or other materials relating to your use of the Consignment Service, and (ii) not allow you to create, produce, market, or sell Products through the Consignment Service. If you or IsaiArangam Store terminate your Account, you must immediately remove all links to the Website from any websites you operate and cease representing yourself as a IsaiArangam Store Artist. This provision relates to our relationship and the Consignment Service, and does not affect your creation or sale of Products through other third party systems.
