INDIGOBOOM DIGITAL DISTRIBUTION AGREEMENT
This IndiGoBoom Digital Distribution Agreement (the “Agreement”) contains the terms and conditions under which IndiGoBoom AS, (hereinafter referred to as “IndiGoBoom”*) offers its “Digital Distribution Service” (the “Service”) to You. Your membership to the Service enables distribution of your music content through IndiGoBoom’s website on various other websites where copies of that content are offered for sale and the amounts of the resulting payments by purchasers of those copies less any applicable statutory digital rights fees and our distribution fee is transferred to you as royalties using PayPal so long as the amount due exceeds $30 and Your Service and PayPal accounts are active.
IndiGoBoom reserves the right to add, delete and/or modify any of the terms and conditions of this Agreement, including without limitation, the Consignment Terms, as defined below, at any time and in its sole discretion, by posting a change notice or a new agreement on IndiGoboom’s website, IndiGoBoom.com (the “Site”). In the event of a material change to the terms of this Agreement, You will be notified by email. If any modification is unacceptable to You, Your only recourse is to discontinue use of the service. Your continued use of the Service following such posting of an addition, deletion or modification will constitute your binding acceptance of the changes.
Please read this Agreement carefully. This Agreement, when accepted by You (whether as an individual, or as the authorised representative for an artist, band, group, or corporation) by Your clicking on the “I AGREE” button in the purchase process for the Service, shall be a binding contract between IndiGoBoom and You and the entity You represent. You and such entity are referred to in this Agreement as “You” and “Your.” The “Effective Date” of this Agreement is the date on which You click the “I AGREE” button.
If You are an artist who is accepted by IndiGoBoom as an IndiGoBoom Artist, in addition to the terms of this Agreement, you will be bound by the provisions of the Artist Consignment Terms and Conditions, which provisions are set forth immediately preceding this Agreement and are incorporated by reference as part of this Agreement.
(a) Appointment. You hereby appoint IndiGoBoom as your authorised representative for the sale and other distribution of your Authorised Content as defined below. Selling your music through our distribution partners will be the approved activity of IndiGoBoom. You shall not allow the rights and licenses granted in this Agreement to be exercised by anyone other than IndiGoBoom and its licensees (herein “Licensees” and each a “Licensee”)
(b) Scope of Appointment. You hereby grant to IndiGoBoom the right and licenses, and, through IndiGoBoom, to Licensees the right and licenses, during the Term and throughout the Authorised Territory, to:
(1) Reproduce and convert Your Authorised Content into Digital Masters, as defined below;
(2) Perform, distribute and make available to the public, for promotional purposes and without remuneration to the artist, portions of Your Authorised Content (“Clips”) by “streaming” technology to promote the license, sale and distribution of Digital Masters;
(3) Promote, sell, distribute, and deliver Digital Masters (as individual tracks or entire albums) and associated metadata to purchasers and resellers who may use such Digital Masters in accordance with usage rules approved by IndiGoBoom;
(4) Use and authorise others to license the use and sale of Your Authorised Content in connection with all manner of mobile services, such as, but not limited to, sales or licenses of Digital Masters as downloads (including, without limitation, downloads to cell phones)
(5) Use so-called “kiosks” to distribute, market and promote Digital Masters, including, without limitation, by allowing the burning of compact disc copies of any Digital Master or by allowing a copy of a Digital Master to be transferred to personal devices;
(6) Use and authorise others to allow copies of a Digital Master to be distributed as so-called “conditional” downloads, whether tethered to a device, time limited, play limited or otherwise;
(7) “Stream” and authorise others to “stream” Your Authorised Content, either on-demand or as part of an internet radio service;
(8) Use and distribute Copyright Management Information as embodied in a Digital Master;
(9) Display and electronically fulfil and deliver Authorised Artwork used in connection with Your Authorised Content for personal use, solely in conjunction with the applicable Digital Master;
(10) Use and exercise all copyrights with regard to Your Authorised Content, Authorised Artwork, and metadata as may be reasonably necessary or desirable for IndiGoBoom to exercise IndiGoBoom’s rights under this Agreement; and
(11) Authorise Licensees to perform any one or more of the activities specified above.
(c) Right to Reject Content. You understand and agree that IndiGoBoom may at any time, including following an initial list of Your Authorised Content, and in its sole discretion, reject, not distribute, or cease distributing content, including but not limited to Your Authorised Content, through the Service and under this Agreement. You further understand and agree that this right to reject content goes to the essence of the Agreement and that without this provision the Agreement would not have come into effect.
(d) Your Right to Deal With Third Parties Concerning Public Performances. Notwithstanding the foregoing grant of rights and licenses, You may affiliate with a performance rights society and Sound Exchange or other entity to collect monies that may be payable to You for the public performance of Your Authorised Content.
2. Term: The Term of this Agreement will be based on the type of membership to the Service that you obtain. Three membership levels to the Service are offered: Basic, Gold and Platinum and each shall commence on the Effective Date. The Term is indefinite unless terminated by either party upon ninety (90) days written notice to the other. Moneys paid by you in the form of Membership fee during the Term will not be refunded. Your failure to terminate this agreement constitutes an automatic extension of one year each consecutive year. Payment for the extension may be deducted from sales royalties earned by you.
3. Payments to You:
(a) Wholesale rates. IndiGoBoom will pay You the net wholesale price that IndiGoBoom receives from Licensees less a variable percentage based on the membership level you hold (30% For Basic membership, 20% for Gold membership & 15% for Platinum membership) and the currency conversion rate of the invoice date. Payouts may be in USD, NOK, Euro or GBP. Commission for the sale or other licensed uses of Your Digital Masters (“License Fee”) for Your Authorised Content resold or otherwise distributed through Licensees (such as iTunes, Amazon.com, eMusic, Rhapsody, and including other Licensees). By way of clarification, the wholesale rate paid by Licensees to IndiGoBoom can be lower than their retail rate and the exact amount of the wholesale rate varies among Licensees.
(b) Reports. Accounting details will be available in the secure dashboard. Usage and sales trend numbers will be updated daily as IndiGoBoom receives such daily data and detailed invoice accounting numbers quarterly. Subject to restrictions set forth in this Agreement, these royalties will be credited to Your IndiGoBoom account automatically a maximum of three (3) business days after IndiGoBoom has received and processed the reports from Licensees. This Licensee report is to be sent to IndiGoBoom seventy (70) days after the end of each calendar quarter. In order for IndiGoBoom to forward these royalty payments to you, There must be greater than $30 owed to You for sales of copies of your Authorised Content and you are required to have:
1. An active subscription to the Service, and
2. Registered a valid PayPal email address with Your IndiGoBoom account, and
3. An active IndiGoBoom account balance equal to or more than $30.
Such royalty payment by IndiGoBoom will constitute full, adequate and complete compensation and consideration for all rights and licenses granted, and all obligations undertaken, by You in this Agreement. If Your subscription is renewed, any applicable fees may be deducted from Your royalties before payment to You, although IndiGoBoom is not required to make such deduction in order to keep you account active.
4. Payments by You; Other of Your Obligations:
(a) You shall pay IndiGoBoom the subscription fee for the Service on the Effective Date and on the first day of each automatic or requested renewal of the Term. The current membership fees for the Service are $59 for a Basic membership, $69 for a Gold Membership, and $79 for a Platinum Membership plus VAT for Norwegian users. All fees are subject to change by IndiGoBoom, effective only for new or renewal Memberships.
(b) You or Your licensee (e.g., a company such as Rightsflow acting on Your behalf) shall obtain and pay for any and all clearances or licenses required in the Authorised Territory (or any portion thereof) for the use of Your Authorised Content, Authorised Artwork and metadata as intended by this Agreement. By way of example, You will be responsible for the payment of mechanical royalties in jurisdictions where such royalties are not collected by a rights society. Specifically, and without limiting the generality of the foregoing, You or a licensee on Your behalf shall be responsible for and shall pay (i) any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants resulting from sales or other uses of Digital Masters under this Agreement, (ii) all mechanical royalties or other sums payable to publishers and/or authors or co-authors of musical, lyrical or other compositions embodied in Digital Masters resulting from sales, or other uses of Digital Masters with regard to publishing issues, under this Agreement, (iii) all payments that may be required under any collective bargaining agreements applicable to You or any third party, and (iv) any other royalties, fees and/or sums payable with respect to Your Authorised Content, Authorised Artwork, metadata or other materials provided by You to IndiGoBoom. You agree that the amount payable to You is inclusive of any so-called “artist royalties,” as well as any other royalties, that might otherwise be required to be paid for sales or exploitations under this Agreement pursuant to the applicable laws of any jurisdiction.
5. Right to Withdraw Material: You have the right, at any time during the Term, to withdraw Your permission for the sale or other uses of Your Authorised Content and Authorised Artwork, upon written notice to IndiGoBoom (“Withdrawal”) Within a maximum of 90 business days following IndiGoBoom’s receipt of Your notice of Withdrawal, IndiGoBoom will advise Licensees that they are no longer authorised to offer the sale or other use of Your Authorised Content or Authorised Artwork. The actual implementation of withdrawal of Your Authorised Content or Authorised Artwork from distribution as permitted under this Agreement might take longer (often up to several weeks). Sending a notice of Withdrawal shall not limit Your responsibility for sales and other uses of Your Authorised Content and/or Authorised Artwork that occurs prior to the implementation of such Withdrawal and shall not limit in any way the rights of end users who have acquired Your Authorised Content or Authorised Artwork prior to the implementation of the Withdrawal. IndiGoBoom is not responsible for any delays of IndiGoBoom’s Licensees in removing Your Authorised Content and Authorised Artwork from distribution.
6. Names and Likenesses; Promotional Use and Opportunities:
(a) You hereby grant to IndiGoBoom, during the Term, the right to use and to authorise IndiGoBoom’s Licensees to use the names and approved likenesses of, and biographical material concerning any artists, bands, producers and/or songwriters, as well as track and/or album name, and Authorised Artwork, in any marketing and/or sales materials for the sale, use, display, performance, promotion and advertising of the applicable Digital Master (e.g., an artist or band name and likeness may be used in an informational or nominative fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of applicable Digital Masters).
(b) You hereby grant to IndiGoBoom and IndiGoBoom’s Licensees the right to market, promote and advertise the Digital Masters as available for purchase or license, as IndiGoBoom and they determine in IndiGoBoom’s and their discretion.
7. Ownership: Subject to IndiGoBoom’s rights and licenses hereunder or under any prior agreement between You and IndiGoBoom, as between You and IndiGoBoom, all ownership and author rights, title and interests in and to (i) Your Authorised Content and Authorised Artwork, (ii) the Digital Masters, (iii) the Clips, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by You, will be Yours.
8. Effect of Termination:
The expiration or termination of the Term shall not relieve either You or IndiGoBoom from the respective obligations incurred prior to or during the Term, except that any payments owed by IndiGoBoom to you that have not been paid prior to the expiration or termination of the Term shall be retained by IndiGoBoom and the entire amount may be used by IndiGoBoom in payment for its services in terminating or extending Your subscription account for the Service, it being understood and agreed by the parties that IndiGoBoom shall not charge You any amounts greater than that amount for such service. The following Sections will survive termination, expiration, or rescission of this Agreement and Your subscription account: 4, 7, 8, 9, 10(a), 10(b), 11, 12 and 13.
9. Indemnification: You hereby agree and covenant to indemnify, save, defend and hold IndiGoBoom, Licensees, and the agents, representatives, directors, officers, and employees of IndiGoBoom and Licensees (herein, the “Indemnified Parties”) harmless from any and all damages, liabilities, costs, losses and expenses (including, but not limited to, legal costs and attorneys’ fees) arising out of or connected with any claim, demand, or action which is inconsistent with any of the warranties, representations, covenants or agreements made by You in this Agreement, including, but not limited to, Your representations and warranties regarding copyrights or any other rights in and to any other forms of intellectual property. You shall reimburse the Indemnified Parties and each of them, on demand, for any payment made by them at any time with respect to any damage, liability, cost, loss, expense and fees (including attorneys’ fees) to which the foregoing indemnity applies. Pending the determination of any claim, demand, or action, IndiGoBoom may, at IndiGoBoom’s election, withhold payment of any monies otherwise payable to You hereunder in an amount that does not exceed Your potential liability to IndiGoBoom pursuant to this section.
10. Additional Representations and Warranties of the Parties:
(a) You represent, covenant, and warrant that You have the full authority to act on behalf of any and all owners and authors of all rights, title and interests in and to Your Authorised Content, Authorised Artwork, and metadata.
(b) You represent, covenant, and warrant that You own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by IndiGoBoom and IndiGoBoom’s Licensees shall not violate or infringe the rights of any third party.
(c) You and IndiGoBoom represent and warrant for itself that neither You nor IndiGoBoom will not act in any manner which conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by You or IndiGoBoom will interfere with IndiGoBoom’s performance of IndiGoBoom’s obligations under this Agreement.
(d) Each party represents and warrants that it shall perform its obligations hereunder in full compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
(e) IndiGoBoom make no guarantees whatsoever about there being any minimum sales or uses of any Digital Master, or that any payments to You, or any amount of payments to You, will be received under this Agreement.
(f) In the event of Indigoboom receiving complaints or takedowns from streaming services due to fraudulent streaming any and all earned royalties of your catalogue will belong to indigoboom, all material submitted by you will be taken down from all services and your account closed.
(g) Your IndigGoBoom user profile has a field for your paypal email address. This information allows Indigoboom to pay you any royalties due to you. If this information is not provided, any royalties older than three years are by default forfeited to IndigoBoom by you.
11. Limitations on Liability and Damages:
In no event shall IndiGoBoom be liable for any special, incidental, indirect or, consequential damages in connection with or arising out of this Agreement, nor for any damages in excess of the amount of payments made by IndiGoBoom to You in the twelve (12) months preceding the event giving rise to such liability.
12. General Provisions:
(a) The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, or employee.
(b) This Agreement contains the entire understanding of the parties relating to the subject matter hereof. This Agreement supersedes all previous agreements or arrangements between the parties pertaining to its subject matter, provided that if You previously entered into a digital distribution agreement with IndiGoBoom, and elected any options, those options will remain in place under this Agreement. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition in any other instance, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
(c) This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
(d) Any notice, approval, request, authorisation, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by You upon registration with the IndiGoBoom site, or as properly updated.
(e) This Agreement will be governed and interpreted in accordance with the laws of the Norway applicable to agreements entered into and to be wholly performed in Norway among residents of such jurisdiction, without regard to conflict of laws principles. For the purposes of any applicable Norwegian law, the Service, payments pursuant to the Service, and amounts held by IndiGoBoom under this Agreement shall be deemed foreign transactions.
(f) To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.
(g) The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
(h) This Agreement is for the sole benefit of the parties hereto and their authorised successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorised successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(i) The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the parties, who have authority to settle the same. If the matter is not resolved by negotiation within thirty (30) days of receipt of a written ‘invitation to negotiate’, any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by arbitration in accordance with commercial Arbitration Rules. The venue for all arbitration hearings shall be Oslo Norway and each of the parties waives any objection to such venue based on convenience or otherwise. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.
(j) Subject to the preceding provision of this Agreement relating arbitration, the parties agree that any suits or civil actions, or equivalent proceedings, shall be brought and maintained in courts located within the the county of Oslo (Norway), and the appellate courts of such courts, and each of the parties agrees to the personal and subject matter jurisdiction of those courts and waives any objection to such venue based or convenience or otherwise.
13. Certain Definitions: It is understood and agreed that all currency amounts regarding membership fees and basis royalty calculations stated in this Agreement are for U.S. dollars (excluding Indigoboom currency exchange and varying payout currency exemption stated in section 3 (a)). In addition, the following highlighted terms shall have the following meanings for purposes of this Agreement:
(a) “Authorised Artwork” means album cover artwork and any other artwork relating to Your Authorised Content that You provide to IndiGoBoom. All such artwork will be deemed to have been properly cleared and/or licensed by You for all purposes, unless You provide IndiGoBoom with written notice to the contrary.
(b) “Authorised Territory” means all jurisdictions and countries, or any more limited territories you designate in the registration process, so long as such designation is recognised and agreed to in a writing sent to you by IndiGoBoom.
(c) “Copyright Management Information” means the digital information regarding a Digital Master, such as Your name, the title of the applicable album, the name of the song and the record company name, and the copyright, recording, and/or album dates.
(d) “Digital Master” or “Digital Masters” means a copy or copies of Your Authorised Content in digital form.
(e) “Your Authorised Content” means sound recordings and underlying musical compositions that You have designated and/or created for digital distribution by IndiGoBoom. Any such sound recordings and the underlying musical compositions must be owned or controlled by You and/or have been cleared by You for all purposes of this Agreement, and to allow IndiGoBoom to fully exercise the rights and licenses granted and authorised hereunder by You.
ARTIST CONSIGNMENT TERMS AND CONDITIONS
These Artist Consignment Terms and Conditions (hereafter, “Consignment Terms”) contain the terms and conditions under which IndiGoBoom offers its “Consignment Service” and when accepted by You and IndiGoBoom become part of, and are incorporated by reference into, the IndiGoBoom Digital Distribution Agreement (the “Agreement”) between You and IndiGoBoom. These Consignment Terms do not stand alone, but only bind You and IndiGoBoom when made part of the Agreement. Acceptance by IndiGoBoom of Your request to be an IndiGoBoom Artist and Your use of the Consignment Service each constitutes Your agreement to and acceptance of these Consignment Terms.
1. Consignment of Products.
1.1 Consignment Service. These Consignment Terms provide the terms and conditions under which IndiGoBoom provides a service (the “Consignment Service”) that will allow You to create, produce, market, and/or sell musical compositions and other copyrightable works (hereinafter, “Products’) on IndiGoBoom, which Products become Your Authorised Content.
1.2 Agreement. When You become an IndiGoBoom Artist, You will continue to be bound by all of the terms and conditions of the Agreement, which, together with these Consignment Terms, form the agreement between You and IndiGoBoom. As such, the Consignment Service is deemed part of the Service. All noted words and phrases not defined in these Consignment Terms are defined in the Agreement. If these Consignment Terms conflict with the Agreement, the Consignment Terms will govern and be given precedence.
2. Becoming an IndiGoBoom Artist.
2.1 Opening an Account. Only IndiGoBoom registered users have the right to use the Consignment Service. To become an IndiGoBoom registered user, You must open an IndiGoBoom account (an “Account”) through IndiGoBoom’s online registration process, which includes agreeing to the Agreement.
2.2 Contact Information. You must provide IndiGoBoom with accurate and complete contact and payment information when You open an Account. You must immediately notify IndiGoBoom if any of this information changes and fully document the changes for IndiGoBoom. If You do not provide IndiGoBoom with complete, accurate, and updated contact and payment information, You may not be eligible to sell Products for a commission and payments otherwise due You may be withheld or retained by IndiGoBoom.
2.3 Account Security. You shall select a password when You open an Account. You will be solely and exclusively responsible for keeping Your password confidential. You will be solely responsible for all use of Your password and Account, including, without limitation, any use by any unauthorised third party. You must notify IndiGoBoom immediately if You believe Your password has been or may be obtained or used by any unauthorised person or entity. In addition, You must notify IndiGoBoom immediately if You become aware of any other breach or attempted breach of the security of Your Account or the Service.
3. Your Obligations.
3.1 General. You must use the Consignment Service in a manner that demonstrates respect for the rights of IndiGoBoom and third parties, as well as in accordance with applicable laws and regulations.
3.2 Artist Content. If You open an Account, You will be solely and exclusively responsible for ensuring that Your Account, any content or materials that You submit to IndiGoBoom for use with Your Products (”Content”), and any websites linked to Your Account pages comply with these Consignment Terms and all applicable laws, regulations and rules. While IndiGoBoom has no obligation to monitor the transactions or communications made through its Site, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any content from the Site at any time without notice and without any liability to You or any third party. You may upload as many releases as You wish for one artist or band using Your account, but IndiGoBoom reserves the right to evaluate the quality and number of releases at its own discretion, and deny or remove Your Authorised Content if IndiGoBoom, in its sole discretion, chooses to do so. If content is uploaded by You and You do not have sufficient rights to present that content as Your Authorised Content, with limiting any other rights or remedies, IndiGoBoom may elect to have You forfeit all sales revenues to that content and all other content, such as Your Authorised Content, made available through Your account. Any attempt at fraudulent streaming of content (here defined as an event flagged by one of the streaming services as fraudulent) Will result in account closure/ full takedown of all content and forfeiting of all royalties .
3.3 Prohibited Content. You may not design, produce, market or sell a Product that IndiGoBoom believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, such as by exploiting images or the likeness of minors. IndiGoBoom reserves the right to confiscate any such content and the sales royalties from such sales.
4. Licensing Your Content to IndiGoBoom. By creating or uploading any of Your Authorised Content for use on the Site, You grant to IndiGoBoom a royalty-free, worldwide, transferable, right and license in such content as set forth in the Agreement.
5. Product Creation.
5.1 Delivery of Content. In accordance with the applicable instructions on the Site, You may upload to IndiGoBoom all content that You want to use with the Consignment Service to produce Products. You must also upload or ship all other content required to market any of Your Products, such as cover artwork, titles, and complete and accurate credits. IndiGoBoom may, in its sole 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 used in conjunction with the Consignment Service, including all intellectual property rights therein, or You must otherwise have all necessary approvals and consents to use all Content and, if requested by IndiGoBoom, You must deliver copies of those approvals and consents to IndiGoBoom. 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 IndiGoBoom, and will pay all costs associated with its creation and copies thereof. You will be responsible for all shipping charges and insurance on the Product during shipment and delivery.
5.4 Insurance. You acknowledge and agree that IndiGoBoom does not carry insurance relating to Product stored by IndiGoBoom under these Consignment Terms, and will not be responsible or liable for loss absent intentional wrongdoing. If You desire that Product inventory be insured or covered for loss, You must obtain such insurance at Your cost.
6. Marketing and Advertising Your Products.
6.1 Marketing of Your Products. IndiGoBoom reserves the right, but has no obligation, to promote or advertise Your Products by, for example, featuring them in IndiGoBoom newsletters or on the Site, referring Users to Your Products, or describing Your Products in communications with third parties.
7. Compensation and Fees.
7.1 Taxes. If You choose to sell Products through the Consignment Service, IndiGoBoom will use its reasonable efforts to collect sales and/or use taxes owed on the sales of the Products offered thereby (“Sales Taxes”) and to remit such Sales Taxes on Your behalf to relevant government authorities. Notwithstanding the above, You acknowledge and agree that You are ultimately responsible for the payment of any Sales Taxes owed in connection with these Consignment Terms, and You shall indemnify IndiGoBoom for any Sales Taxes that may be owed in addition to those amounts collected and remitted on Your behalf by IndiGoBoom. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of Your IndiGoBoom account.
7.2 Pricing Terms for Products. Licensees set their own prices and You and IndiGoBoom have no control over their decisions on prices.
7.3 Payment Terms. For each sale of Your Products directly or through Licensees, IndiGoBoom will collect the aggregate amounts from the Customer or Licensees and such amount may be owed and paid to You as provided in the Agreement
8.1 IndiGoBoom Termination. In its sole discretion, with or without notice to You, IndiGoBoom 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 IndiGoBoom’s servers and directories and (iv) prohibit You from selling any new Products through the Consignment Service.
8.2 IndiGoBoom Artist Termination. You may terminate Your Account for any reason at any time by contacting IndiGoBoom’s customer service department at IndigoBoom will on receipt of termination notice and at our discretion have up to 90 days to notify partners of the removal of content from our distribution partner sites.
8.3 Termination Fees. You have no claims or right to refund of Your subscription fee. If You owe IndiGoBoom any amount of money at the time of termination or expiration of this Agreement, that outstanding balance must be paid to IndiGoBoom prior to account termination and IndiGoBoom may deduct such amounts from sums it may owe to You or, on lack of written termination from you, extend your subscription and deduct outstanding fees from your royalty balance.
8.4 Effect of Termination. If You or IndiGoBoom suspend or terminate Your Account, You understand that IndiGoBoom may cease making the Products available through the Consignment Service. Accordingly, IndiGoBoom 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 IndiGoBoom terminate Your Account, You must immediately remove all links to the Site from any websites You operate and cease representing Yourself as an IndiGoBoom Artist.
9.5 Survival. The following Sections will survive termination, expiration, or rescission of these Consignment Terms and Your Account: 1, 3, 4, 5.2 through 5.5, 7, 8.3, and 8.4.