Agreement

The “Term” of this Agreement shall begin the following:

a) Applicant’s completion and submission of Navigator’s online “Membership Application”; and
b) Applicant’s acknowledgment and acceptance of Navigator’s “Terms and Conditions of Service”; and
c) Applicant’s acknowledgment and acceptance of Navigator’s “Privacy Policy”; and
d) Applicant’s completion and execution of this Membership Agreement (hereinafter referred to as the “Agreement”).

Navigator. shall then notify you electronically as of the date in which you become a registered user, and that your Membership Services are activated, and the Term shall extend for three (3) years thereafter.

DEFINITIONS AND IDENTIFICATIONS

“Applicant” is an individual interested in becoming a member of Navigator.

“Membership Application” is Navigator’s document that must be completed by an Applicant for Membership consideration. 

“Member” is an individual who is a registered user and who has provided personal, truthful, identifying information accepted the Terms and Conditions, and performed all the obligations required of Navigator.

“Navigator.” (hereinafter referred to as “Navigator.”) is Navigator ______________, LLC and is a Delaware corporation that offers Services to its Members.

Unpredictable Pressing and Distribution (hereinafter referred to as “UPD”) is a third-party affiliate of Navigator.

“UPD” is authorized to enter into third-party agreements for the benefit of Navigator. and its Members.

“Licensee” is a third-party entity that agrees to into an agreement with a Member facilitated by Navigator. or a third-party or designee of Navigator that is granted permission to exploit the Content of a Member.

“Licensee Partner” is the partner or service provider of a third-party designee of Unified. that has agreed with a Member for the specific use of Content.

“Licensor” is a Member or a company owned by a Member that enters into a third-party agreement facilitated by Navigator. and grants a license to its Content (as further described below) that may be exploited by a designated Licensor.

“Licensing Agreement” is a third-party arrangement facilitated by Navigator. and entered into by Member for specific Content use.

NAVIGATOR SERVICES:

Navigator provides information, education, support, and viable resource services to its Members (hereinafter referred to as the “Services”).  Additionally, Navigator. contributes to the arts and provides its Members with access to certain additional exclusive benefits, including without limitation, incentives, recognitions, rewards, deals, discounts, rebates, and opportunities, offered by participating retailers, service providers, benefits administrators, and other associated and/or contracted entities from time to time.  Furthermore, from time to time, Navigator. may choose to facilitate agreements for requesting Members with (i) third-party licensing entities capable of creating even greater opportunities to exploit specific and contracted Member Content.

From time to time Navigator. may also offer service(s) which may allow its Members to earn benefits, rewards, cash back, etc. on qualifying programs and/or online purchases made on the websites of participating and partnering retailers, service providers, or benefits administrators (the “Merchant Partners”) through cash back rebates programs (“Cash Back Loyalty Programs”) or other “Reward Programs”. Navigator. is not responsible for the products and/or services offered through Merchant Partners.  Unified. is responsible only for establishing and maintaining Member accounts based upon the information Members provide, posting the purchase information provided by the Merchant Partners, and rewarding registered Members who participate in such Reward Programs.

Prior to using the Navigator. Service, you must indicate that you understand and agree to be bound by these Terms and Conditions of Service. From time to time, (e.g., when we are validating your Navigator. account, when we are re-confirming or re-validating the information in your account, and/or when you are renewing your registration with Unified. or its Services), we may request that you

reaffirm your understanding and agreement to be bound by these Terms and Conditions. How do we do this? Navigator. maintains an account for you that contains your identity and group affiliation information. Before you can use your account, Navigator. must first verify your identity through a process called identity proofing. As part of the identity proofing process, you must provide us with various forms of information such as your name and other personal information. The extent of the information needed is determined by the strength of the validation process you choose or need from our Service.

Navigator. provides both unsupervised identity proofing, where you can sign up online from a personal computer or mobile device, and supervised (in-person) identity proofing, where you can present yourself and your identity evidence (such as personal information and Member Identification Card or Number) to a Navigator. designee who is authorized to review your information and help you through the process of validating your information. If we have problems with the identity proofing process, we may ask for further information to help us establish your identity and, in some cases, we may refer unsupervised applicants to a Navigator. designee, so that they may complete the process. In either case, during our identity proofing process we may choose to meet or exceed industry best practices and applicable established standards.  When we review your forms of identity evidence, we may use special technologies to validate the documents you submit, and we may also use third parties recognized as authoritative sources to corroborate the evidence.  Navigator.’s Credential Policy gives further details of how we accomplish our identity proofing. In addition, Navigator.’s Privacy Policy gives Navigator details of how we protect the personal information you provide to us. Once we have completed our verifications, we will validate your Navigator. account. You will then be able to use your Navigator. account to provide a level of “proof” or assurance to another party of your identity or affiliation without having to provide these other parties with the more extensive information that you have provided Navigator. for the identity-proofing process. 

Your Obligations. By using the Navigator. Service, you expressly agree that:

Your identity, as established by the information and documents that you submit, matches the identity you claim while using the Navigator. Service; and
All information provided by you is complete and correct; and
You are affiliated with the artist, songwriter, film, television, sports, performance rights organizations, and creative groups that you attach to your Navigator. account; and
Any rewards, product discounts, cash rebates, deals, bonuses, benefits, recognitions, and/or opportunities (collectively, “Rewards”) are intended for the Member’s personal use. Reselling, transferring, or exporting any Rewards for the Member’s financial gain is strictly prohibited.

Please note that Members may only use their Navigator. account to access the Services for themselves and may not grant any use by any other party.  Use otherwise will be considered a material breach of these Terms and Conditions of Service.  As such, Navigator. in its sole discretion, may immediately revoke a Member’s account upon learning of a violation of any of the terms contained herein, including, but not limited to inappropriate use of a Member’s account, and reserves the right to seek all other available remedies in law, equity or otherwise.

When verification is required, you authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to disclose to ID.me and its third-party service providers your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status and device details, if available, solely to verify your identity and prevent fraud for the duration of the business relationship. See our Privacy Policy for how we treat your data.

CONTENT:

Sound Recordings, Audio/Visual Recordings, Digital Media Content, and Other Intellectual Properties.Member owns and controls one hundred percent (100%) of the sound recordings, audio/visual recordings, digital media content, and other intellectual properties as well as the copyrights in and to the sound recordings, audio/visual recordings, and other digital media content (hereinafter referred to as the “Masters”).

Compositions.

Member either:

(i) owns and/or controls the compositions embodied on the Masters (the “Compositions”) as well as the copyrights in and to the Compositions; or

(ii) has mechanical licenses and all other permissions required to use the Compositions as contemplated in this Agreement.

Member may have other works which may be audio, visual, audio/visual, digital, physical, or otherwise (hereinafter referred to as the “Additional Works”) which Member may choose to license through some of the third-party opportunities that may be available through Navigator. from time to time.  If so, the Member may request and Navigator. may choose to facilitate and enter such an arrangement which would benefit both Member and Navigator.  Such arrangement shall not constitute a conflict of interest.
In this Agreement, the Masters, the Compositions, and the Additional Works, if any, are collectively referred to as the “Content.”

GRANT OF RIGHTS FOR SPECIAL ARRANGEMENTS

If requested and contracted, Member hereby grants Navigator. the right to negotiate and set the terms and payment arrangements for the licensing of Member-owned and/or controlled Content for distribution and exploitation in the following areas:

The electronic, digital, and mobile distribution rights of the Content and to create digital and/or electronic copies and compilations, to distribute, to sell, and to publicly perform the Content via all electronic, digital, and mobile platforms owned and/or controlled by third parties (hereinafter referred to as a “Licensor”) with whom Unified. may arrange agreements with.

Along with the right to:

(i)             perform the Content in streaming format on Navigator.’s website or other websites facilitated by Unified.; and

(ii)            publicly display and make available the Content for download and/or distribution; and

(iii)           collect and pay monies (where appropriate) for the use of the Content on non-interactive webcasts and such; and

(iv)           with approval from Member, include the Content in audio and/or audiovisual compilation(s) for sale via physical distribution, and in such cases, to manufacture, make copies of, distribute, and sell physical embodiments of the Content; and

(v)            release, advertise, and sell electronic files or equivalent electronic form(s) of the Content and to permit others to do so under the trademark “NAVIGATOR” or any trademark used by a contracted Licensee; and

(vi)           sub-license the rights granted by Member Licensor to Licensee in this Agreement as necessary to Licensee Partners, solely to fulfill the purposes of this Agreement including but not limited to those rights necessary to promote, market, advertise, distribute, and sell the Content to consumers.  Licensee’s grant of rights to Licensee Partners for use of the Content shall always be subject to the terms and limitations of the License Agreement.

(vii)          With Member’s approval, have the right to ‘roll up’ Member’s pre-existing YouTube Channel and SoundCloud Profile (each referred to as an “Account”) underneath NAVIGATOR.  YouTube Multi-Channel Network and SoundCloud partnership.  To allow NAVIGATOR. to administer Member’s Accounts, upon NAVIGATOR.  request, Member shall provide their username and password for each Account.  Members will remain fully in control of their Accounts, NAVIGATOR. will not upload or delete content without explicit approval from Member and Member may opt-out with thirty (30) days written notice.   Notwithstanding anything to the contrary, if the Member does not have a pre-existing Account, NAVIGATOR. shall have the right, but not the obligation, to create an Account on the Member’s behalf (“New Account”).  As between the parties, NAVIGATOR. shall remain the sole owner of such New Accounts, and Member shall claim no intellectual property rights in such New Account.

(viii)           NAVIGATOR. shall have the non-exclusive right to license reproduction of the Masters in synchronization with visual images in connection with audiovisual works (subject to Member’s prior approval of each synch license, which approval shall not be unreasonably withheld, and will not be withheld for the principal purpose of revising the business terms between NAVIGATOR. and Member as set forth herein), except that once NAVIGATOR. introduces a synchronization placement opportunity in writing to Member, then such opportunity (along with any options or ancillary uses, (i.e., film as well as its trailers, TV show as well as its commercials, and vice versa) shall become exclusive to NAVIGATOR.

PROMOTIONAL AND OTHER RIGHTS IN SPECIAL ARRANGEMENTS

With the permission of Member and Navigator. through the Licensing Agreement, the Licensee shall have the non-exclusive right, to market the Masters and other Content as applicable, for promotional purposes.

The Licensing Agreement may also provide Licensee the opportunity to provide marketing and licensing services and the right to:

(i)             publicly perform the Masters (and other Content as applicable) on Licensee’s websites and permit Licensee Partners to publicly perform the Masters on their website(s) on a gratis basis to promote the sale of the Content.  Member hereby acknowledges that Licensee and Licensee Partners shall be exempt from any payments of performance royalties otherwise due to owners of sound recordings for digital performances of the same if the use is for promotional purposes.  Licensee shall require Licensee Partners to pay any public performance royalties which may be due to publishers/writers of the Compositions for promotional uses of the Compositions; and

(ii)            include the Masters in one or more streaming electronic radio formats to promote and market the Masters;

(iii)           print, publish, disseminate, and otherwise use and permit others to use the “Name, Image and Likeness” Materials (“NIL Materials” further defined below) for trade, advertising, and other exploitations solely in connection with the marketing, sale, and exploitation of the Content.  The “NIL Materials” are defined as the approved likeness, approved biography, approved photos, and other approved promotional material provided by Member, including the name, both legal and professional, whether presently or hereafter used by Member, and name(s) of others whose work is embodied on the Content including the “Performer” (as defined below).  All NIL Materials provided by Member to Licensee shall be deemed approved. All material provided by Member to Licensee may be edited to fit the format of the specific use without further approval from Member.  Licensee shall have the right to permit Licensee Partners, successors, and designees the right to use the approved NIL Materials as outlined in this subparagraph.  “Performer(s)” as used in this Agreement means any person whose musical, vocal, or production services are embodied within the Content. designees the right to use the approved NIL Materials as outlined in this subparagraph.  “Performer(s)” as used in this Agreement means any person whose musical, vocal, or production services are embodied within the Content.

PAYMENTS UNDER SPECIAL ARRANGEMENTS

Licensee shall pay Member the agreed-upon percentages of “Revenue” as outlined in the Licensing Agreement.
“Revenue” means income received by or credited to the Licensee that is derived solely from the exploitation of the Content minus any fees payable to Navigator.  Revenue received by the Licensee may be subject to taxes, surcharges, or fees imposed by government agencies or Licensee Partners before payment is sent to the Licensee.  The licensee shall have no obligation to pay Member Revenue that the Licensee has not received until the Licensee receives such Revenue.
Revenue shall be paid according to the timeframe outlined in the Licensing Agreement.
Member hereby acknowledges that in the United States among the ways that mechanical royalties for digital sales are customarily paid include: (i) payment directly to the publishers/writers by the music services/retailers, and (ii) an all-in payment as part of the fee paid by the music services/retailers to Licensee and are not paid separately to the publishers/writers of compositions.  In those instances when the Licensee receives what is considered the mechanical royalty as part of the fee from the Licensee Partners, the portion deemed the mechanical payment shall be included in the Revenue paid to the Member.  Member shall be fully and solely responsible for paying the mechanical royalty to the appropriate publishers/writers for use of the Compositions under this Agreement.
Member hereby acknowledges that in the United States among the ways that mechanical royalties for digital sales are customarily paid include: (i) payment directly to the publishers/writers by the music services/retailers, and (ii) an all-in payment as part of the fee paid by the music services/retailers to Licensee and are not paid separately to the publishers/writers of compositions.  In those instances when the Licensee receives what is considered the mechanical royalty as part of the fee from the Licensee Partners, the portion deemed the mechanical payment shall be included in the Revenue paid to the Member.  Member shall be fully and solely responsible for paying the mechanical royalty to the appropriate publishers/writers for use of the Compositions under this Agreement.
Member shall pay a “Special Arrangement Fee” as set by NAVIGATOR for facilitating a third-party arrangement between Member and Licensee for the use of specific Content.

ACCOUNTINGS AND AUDITS

All rights to receive Revenues and review all statements, accountings, inspections, and audits shall be performed under the terms of the Licensing Agreement.

GRANT OF PUBLISHING RIGHTS AND INTEREST

THIS PROVISION PERTAINS ONLY TO MEMBERS WHO ELECT TO ENTER INTO A THIRD-PARTY LICENSING AGREEMENT

Subject to prior written election and those requirements and/or restrictions set forth herein, Member may enter into a Licensing Agreement that grants publishing rights in the Compositions to a third-party Licensee.  As such, the Licensee may be granted the exclusive right during the term of the Licensing Agreement and non-exclusive right thereafter to exploit and administer the copyrights in the Compositions that are encompassed and recorded on Masters owned by Member according to such Licensing Agreement entered into for specific Compositions and Content.  As a result of such Licensing Agreement, Licensee may be granted the non-exclusive right to the administration of the Compositions for the life of copyright in each instance in the Territory as detailed in the Licensing Agreement. Licensee may be granted a ten percent (10%) ownership participatory interest in the Compositions for the life of the copyrights. As a result of such grant, Licensee shall have the right to be listed as a co-owner of the Composition and/or Content with the Member’s affiliated Performance Rights Society and shall be entitled to collect its co-owner publishing share of performance royalties directly.  Member agrees to direct any third-party publishing or licensing entities that elect to license the Compositions on behalf of Member to direct the payment of Licensee’s co-ownership publishing interests directly to Licensee. Any licenses issued by Member or any third party shall not require the approval of Licensee and shall be valid so long as all payments, fees or royalties are paid to Licensee as owed.
As prescribed in the Licensing Agreement, Licensee and Licensee’s foreign subsidiaries, affiliates, and licensees shall be granted the fullest possible rights to administer and exploit the Compositions, to print, publish, sell, dramatize, use and license any uses of the Compositions, to execute in its name any licenses and agreements whatsoever affecting the Compositions, including but not limited to licenses for mechanical reproduction, public performance, dramatic uses, synchronization uses and sub-publication, and to assign or license such rights to others, to utilize Member’s name and likeness in connection therewith and to execute PA forms (and other routine copyright documents) in Member’s names and on Member’s behalf as attorney-in-fact (which appointment is coupled with an interest and is therefore irrevocable).
Licensee’s exploitation of the Compositions shall be restricted in the same manner as its rights to the Masters and other Content outlined in the Licensing Agreement.

CONFIDENTIALITY

Licensee and Member shall keep the terms and conditions of this Agreement confidential both during the Term and thereafter and shall not disclose any information concerning the terms and conditions of this Agreement to any other person or entity.  Each party may refer generally to the existence of this Agreement but shall not reveal the terms of this Agreement, including but not limited to the payment provisions, other confidential information, proprietary information, business plans, business models, customers, clients, technology, products, or any other information which either party identifies as confidential (collectively, the “Confidential Information”) without the prior written consent of the other party.  Either party may disclose the Confidential Information on a “need to know” basis to its attorneys, financial, and other advisors who are under a duty of confidentiality to the disclosing party without the prior written consent of the other party so long as those agents are informed of this Confidentiality provision and agree to be bound by it and maintain the Confidential Information confidential.  If required by law or governmental regulation, either party may disclose the Confidential Information only after it provides the other party with notice of the potential disclosure and the other party has the opportunity to narrow the information to be disclosed or dispute the disclosure.

WARRANTIES AND REPRESENTATIONS

Member warrants, represents and agrees that.(i)             Unless otherwise noted, Member possesses all rights in and to the Content to enable Licensee to use the Content as contemplated in any third-party License Agreement.  In the event Member does not possess all the full and exclusive rights to the Content, Member shall inform Navigator. and the Licensee before the terms of any such Licensing Agreement are entered into and secure such rights and provide any documentation requested by the Licensee evidencing rights to use the Content intended under such License Agreement.(ii)            Member has the full right, power, and authority to accept these Terms and Conditions of Service; and if a Licensing Agreement is sought after; to enter and fully perform the Licensing Agreement and all of Member’s obligations under the Licensing Agreement and to grant Licensee the rights granted under the Licensing Agreement.  If a Licensing Agreement is entered into Member further warrants and represents that Member has not granted and will not grant or attempt to grant to any other person, firm, corporation, or entity, rights of any kind that are inconsistent with the grant of rights to Licensee or which would in any way impair the rights granted to Licensee under such Licensing Agreement during the Term.

Member explicitly warrants and represents that:

(i)             The content contains no unauthorized “Samples.”  “Samples” as used herein means any portion(s) or interpolation(s) of the third-party master recording(s) and/or composition(s), video(s), and/or other material(s), or portions thereof whether musical, lyrical, or otherwise, not owned and/or controlled by Member.  Member explicitly warrants and represents that the Content, the sale, distribution, and exploitation of the Content, or any uses of the Content contemplated herein shall not violate any law or infringe upon any common law or statutory rights of any person, corporation, or entity, including without limitation contractual rights, copyrights, trademarks, and rights of privacy or publicity.

(ii)            as required for use of the Compositions contemplated under this Agreement, Member has obtained mechanical licenses for all Compositions, and that Member shall administer and pay all mechanical royalty payments to the publishers/writers of the Compositions.

Member shall be responsible for and make all payments, which may be due to Member, producers, musicians, Performers, writers, and publishers, not members of NAVIGATOR. when not otherwise addressed herein and all others whose work and/or performances are embodied within the Content and/or all artwork submitted by Member.

ACTION INDEMNITY

Through the Licensing Agreement, Licensee shall have the right, but not the obligation, to prosecute, defend, settle, and compromise all suits and actions respecting the Content, and generally to do and perform all things necessary concerning such activities and the copyrights therein, and to prevent and restrain the infringement of copyrights or other rights concerning the Content.  In the event of the recovery by the Licensee of any monies, such monies shall be divided between the Licensee, Member, and Navigator. in the same shares as agreed upon in the Licensing Agreement, below, after first deducting all outside costs and expenses, if any, of obtaining such monies.
Under the Licensing Agreement, each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless all the other party and its affiliates, their respective officers, directors, employees, and agents (“Indemnified Party”) from and against any losses, liabilities, claims, obligations, costs, and expenses (including reasonable attorney’s fees) which result from or arise in connection with or are related in any way to a breach by the Indemnifying Party of any of its representations and warranties in this Agreement.  If a third party asserts a claim or allegation which, if proven, would constitute a breach by the Indemnifying Party of any of its representations, warranties, covenants, and or obligations under this Agreement, the Indemnified Party shall promptly notify the Indemnifying Party in writing.  The Indemnifying Party shall have the right at its own expense to participate in the defense thereof with counsel of its own choosing, provided however that the Indemnified Party’s decision in connection with the defense or settlement of any such claim or demand shall be final.  No Indemnified Party shall affect any settlement of any pending or threatened proceeding for which indemnity could have been sought under this Agreement by the Indemnified Party without the prior written consent of the Indemnifying Party.

Member shall indemnify Navigator. and Licensee, its officers, directors, employees, and agents from and against all third-party claims, actions, or demands against Navigator. and Licensee for use of the Content as granted in the Licensing Agreement which may constitute infringement of copyright and/or trademark and violate rights of privacy and/or publicity.  Member explicitly indemnifies Navigator. and Licensee from and against all actions, demands, or claims brought against Navigator. and Licensee for non-payment or insufficient payment of mechanical royalties.

TERMINATION

Unified. may terminate the Services with Member upon electronic notice.  Upon termination or expiration of the Services, the rights granted shall revert to Member concerning any Master, Composition, Content, or Additional Work.

SURVIVAL OF REVENUES

Upon expiration or termination of the Services, all revenues received by the Licensee for the Content shall continue to be subject to the payment provisions of the Licensing Agreement for so long as the Licensee receives such revenues.

MEDIATION AND ARBITRATION

If a dispute arises out of or relates to any Licensing Agreement, or if there is a breach of the Licensing Agreement, and the dispute cannot be settled or resolved, then the dispute or breach shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.  The controversy or claim shall be settled by three (3) arbitrators, and all hearings shall be held in Atlanta, GA.  Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.  In rendering the award, the arbitrators shall interpret the Licensing Agreement by the substantive laws of Georgia without regard to its conflict of laws rules.  Notwithstanding the foregoing, if a third-party claim is brought against the Member Licensee for copyright infringement, violation of rights of publicity, rights of privacy, or other unauthorized use of Content which is contrary to the rights granted by Member to Licensee in the Licensing Agreement, Licensee shall not be bound by this Arbitration provision and may defend itself and make a claim against Member in the appropriate court of law and/or equity.

MESCELLANEOUS

Under no situation or circumstance shall Navigator. or any potential Licensee be required to accept any or all Content submitted by Member.
If any part of these Terms and Conditions of Service is deemed invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of these Terms and Conditions of Service, which shall remain in full force and effect as if such invalid or unenforceable provision(s) were not a part hereof.
These Terms and Conditions of Service shall be binding upon and shall inure to the benefit of the parties hereto only and those that Navigator. assigns or designates rights to.
In accepting these Terms and Conditions of Service, Navigator., Member, and any third-party Licensee each have the status of independent contractors. These Terms and Conditions of Service shall not be deemed to create a partnership or joint venture, and neither is the other’s partner or employee.
These Terms and Conditions of Service contain the entire understanding between Navigator. and Member for Member to receive the Services offered by Navigator.
As such, Member agrees that Member accepts these Terms and Conditions of Service with all knowledge of its terms, freely and voluntarily, and with a complete understanding of all the consequences described herein.
These Terms and Conditions of Service shall be governed by and construed by the laws of the State of Delaware.
All Terms and Conditions of Service are subject to change at the discretion of NAVIGATOR. , notwithstanding all changes may be viewable to Members through the Navigator. Website or other form of communication.