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Version 2.4. Effective date: 11th January, 2017.
This version of the Terms of Services (ToS) replaces, nullifies and voids any previous versions.
Any references to ‘user’, ‘you’, ‘your’, ‘member’, ‘artist’, and ‘project owner’, refers to you, as a user of the site. References to ‘site’, ‘we’, ‘us’ and ‘our’ refers to ProCollabs and the ProCollabs.com website.
By accessing and using ProCollabs, you accept and agree to be bound by the terms and provision of this agreement. In addition, when using ProCollabs services, you shall be subject to any posted guidelines or rules applicable to our services, which may be posted and modified from time to time. All such guidelines and rules are hereby incorporated by reference into the ToS.
ANY PARTICIPATION ON PROCOLLABS WILL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY THE ABOVE, PLEASE DO NOT USE THIS SITE.
ProCollabs may modify the ToS from time to time. You understand and agree that your continued access to or use of the site after any posted modification to the ToS indicates your acceptance of the modification.
The purpose of ProCollabs is to provide a reliable online platform for songwriters, musicians, producers and audio engineers from around the world to be able to unite, socialize, and collaborate in the writing, recording, and producing of original music.
ProCollabs is an online platform hosted at www.procollabs.com using Amazon Web Services (AWS) and other secure and scalable technologies.
As a condition of use, you promise not to use the service for any purpose that is unlawful or prohibited by these terms, or any other purpose not reasonably intended by ProCollabs. By way of example, but not limited, you agree not to use the service:
We grant you permission to use the site subject to the restrictions in these ToS. We may terminate your permission to use the site for any conduct that we consider to be inappropriate, or for your breach of these ToS.
By using our services, you understand and accept that the site may be modified, updated, interrupted, suspended or discontinued at any time; and that data hosted on the site, including project files and audio content, may become corrupted, unusable, or otherwise unavailable without notice or liability to ProCollabs.
Users should, at all times, keep their own copies of any content uploaded to the site, including project audio files, in order to minimize the impact of any unintended service disruption or loss.
You must register in order to be able to use the site. ProCollabs has the right to approve or decline your registration. We may, at our discretion, reject or require that you change any username or update any information that you provide to us in registering or thereafter in maintaining your account. Information that you provided for the purposes of registration, screening, and membership must be true and accurate. Members providing untrue, inaccurate or misleading information may have their accounts terminated without notice.
Your username and password are for your personal use only and should be kept confidential; you are responsible for any use of your account under these unique login credentials, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your username and password, or your account.
We reserve the right to disclose details of your account, any information we know about you or your actions on the site in response to any legitimate legal claim or action, or as we deem necessary to ensure the safety and security of the site and its members within the bounds of applicable law and/or regulation.
As a condition to using ProCollabs, you are required to open an account with ProCollabs, to select a username and password, and to provide registration information. The registration information you provide must be accurate, complete, and true. Providing false, untrue or misleading information shall constitute a breach of the terms, which may result in immediate termination of your ProCollabs account.
All membership applications are screened and we reserve the right to accept or deny membership to the site without reason.
You are permitted to create and maintain a single account only and may not create additional accounts by any means including using an alternative username, email address or by using false information. ProCollabs reserves to right to terminate, without warning, any account suspected of being false.
In consideration of your registration and use of ProCollabs, you confirm that:
You may not use as a username or the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
You are responsible for maintaining the confidentiality of your login credentials and are solely responsible for all activities resulting from the use of your credentials and conducted through your ProCollabs account. You will notify ProCollabs immediately if your credentials are lost, stolen or otherwise compromised.
The account verification status of a member is an indication of the extent to which ProCollabs is satisfied that a member is a real person with a genuine intent to participate on the site in a positive and constructive way, and who is in fact who they claim to be. Account verification is necessary in order to undertake certain activities on the site, such as downloading files from member projects. Some restrictions may apply where a member is not verified.
Account verification is achieved by the following process:
Under rare circumstances, ProCollabs may, at its discretion, deviate from this standard process and use alternative approaches in order to complete this process.
ProCollabs allows you to post content, including music, photos, lyrics, and other material. Anything that you post or otherwise make available on ProCollabs is referred to as user ‘content’. You retain all rights in, and are solely responsible for, the user content you post to ProCollabs. All content submitted through ProCollabs is the sole responsibility of the account holder from which such content originates. You acknowledge and agree that you, and not ProCollabs, are entirely responsible for all content submitted to the site. You understand that by using the site you may be exposed to content that may be considered offensive, indecent or objectionable.
ProCollabs does not claim any rights to a user's composition (music and lyrics), sound recordings, or artwork, other than the right to host it on its servers, and, as appropriate, display and make it available for the purposes of collaboration, public performance, broadcast, and the advertising, marketing and promotion of its members and the site.
You may only upload content that you own, or is appropriately licensed to you for the intended use, or where you have the express permission of the copyright owner(s) or their authorized representative(s). In all cases, you commit to adherence to any terms as set out by the owner, license or agreement.
For example, when uploading and using cover art under a Creative Commons license, you must properly attribute the licensor and provide a link to the source of the original work.
By uploading content to ProCollabs, you grant ProCollabs worldwide, royalty-free and for payment of no compensation of any kind, a non-exclusive, perpetual license(s) to use and display and/or stream such content to its audiences as follows:
Content posted by members to the Community Media Library is made accessible to other members, and may be made available to the general public, dependent on member selected settings.
Completed projects that are published into the ProCollabs Music Library may be accessible to members and the general public, dependent on member selected settings. For example, you may display your song with or without an embedded audio watermark, or chose not to display your song at all.
By electing to complete a project and release a collaboration into the ProCollab’s Music Library, and where the release has been made publically accessible, members agree that their music can be promoted to third-parties, by ProCollabs, for the purposes of sales and licensing opportunities as they may arise.
Music which is published to the library and which has been made publically accessible, may also be used for social media marketing and promotional purposes.
By downloading content from ProCollabs, you agree not to use it for any purpose other than intended by its copyright owner(s) and commit to abide by any applicable terms, license or legal requirements.
For example, it is not permitted to download an unlicensed audio file from an ‘open’ project (i.e. one that has not been completed and approved by collaborators) and to upload it to another public website without express permission of all copyright owner(s).
Downloading of some content may be restricted to members having verified account status.
Other than for content that is relevant to a ProCollabs project, members agree not to use ProCollabs to exchange or post content that is copyrighted or that is otherwise illegally transferred. ProCollabs reserves the right to suspend or otherwise terminate content exchanges it believes infringe on rights of others under copyright and other applicable laws.
By submitting your music to a collaboration on ProCollabs, you are allowing others to access, download, playback, modify and/or adapt your composition and/or recording. You are not giving up ownership of your composition/recording, but are offering some rights to your collaborators, and potential collaborators, under a certain set of conditions for the purposes of collaborating in a music project on ProCollabs.
In particular, by submitting audio files and supporting materials, you are permitting other members to download your files and to use your work for the purposes of collaborating on the project in a way that is consistent with the project’s collaboration agreement. They are not permitted, for example, to take your work and to reuse it for any other purposes unless the work has been provided, by you, under a Creative Commons license, or where you have given your express permission in writing.
When uploading your material to an open project, you retain 100% of the copyright of your original work and may remove your work from the project at any time.
However, once a project is closed and completed, copyright assignment in a song’s composition (music and lyrics) and the master sound recording will be formerly agreed and signed off by all parties, making any agreement binding between the project’s collaborators.
The intended outcome of any project, whether sole- or joint-ownership in the completed work, will be outlined on a project by project basis by the project manager at the start of the project in the form of a collaboration agreement. It is the responsibility of each collaborator to seek clarification and to satisfy their understanding of any such arrangements, to the extent necessary, before participating.
Where the intended outcome of any project is to create a jointly owned work, and until the collaboration project is either 'completed' or you otherwise fully withdraw all original contributions from the 'open' project, then you agree not to enter into any other collaborative agreement or arrangement and submit work that is a part of the project on ProCollabs and is intended or likely to be included in the joint songwriting and/or master sound recording copyright. This applies to other projects on ProCollabs as well as any other music collaboration sites or in any other collaborative environment, whether online or offline.
Similarly, you may not start or participate in a joint collaboration project using any work that you have previously submitted elsewhere, or intend to submit elsewhere for a similar purpose. Exceptions to this are as follows:
Work submitted for any collaboration on ProCollabs must be either 100% owned by you, or you must have the express permission of the copyright owner(s).
By submitting files and supporting materials, you acknowledge that you have read and understood the project’s collaboration agreement and any applicable licenses, terms or other requirements for each collaboration to which you are contributing.
By submitting your music to a ‘public’ collaboration project on ProCollabs, you grant to ProCollabs the non-exclusive right, throughout the world, in perpetuity to broadcast, and exhibit your work. Furthermore, ProCollabs is granted the non-exclusive right to advertise, promote and market the composition through any and all methods, means and media, whether now known or hereafter devised.
You further understand and agree that collaboration owners may release a master sound recording as a result of the collaboration which may or may not include your contributions. If your contributions are included in the resulting master sound recording, the collaboration owner will be required to include you when closing the project by assigning the appropriate writing, performance, and production credits, and any copyright shares in accordance with the project’s collaboration, or any other, agreement.
If you believe that any material on the ProCollabs website violates any copyright or similar right which you own or control, you should send a written notification of such infringement by email to support@procollabs.com containing the following:
ProCollabs employs the following three account types with regard to membership: Basic, Artist, and Listener.
Basic Membership is a free membership level and allows the member to participate on the site with some limitations. Basic members may not have completed the verification process (due to no payment being received) but have the option to purchase the special product "Account Verification" for their account in order to complete the verification process should they want to (this is not a requirement). The Basic Membership plan must be renewed each year or will be downgraded to Listener status if not maintained.
The Basic membership plan can be customized as needed, with the ability to purchase add-on features on a pay-as-you-go type basis. The Basic plan can be upgraded to an Artist level membership at any time.
Artist Memberships are our premium level membership plans and are maintained on an annual basis. Multiple plan configurations have been made available in order to provide members a suitable starting point for plan customization at a discounted price.
An Artist membership plan can be customized by purchasing additional add-on features which allow the member to tailor their account to best suit their personal needs and budget. For example, a contributing artist has less need for running multiple concurrent projects, whereas a producer may require significantly more space and the ability to run multiple concurrent projects. Artist level membership plans benefit from a 50% discounted rate on all add-on feature products.
Membership plans can be upgraded at any time throughout the annual plan term. Plan renewal options (including downgrading) will be available prior to the plan's expiry date.
Listener Status is allocated to members who do not hold a membership plan, such as whenever a Basic or Artist member does not renew their membership plan and the member did not choose to delete their account permanently. Listeners can continue to access the site and support other members with kudos and comments, but do not have the ability to, for example, start a project, participate in a project, or use the Community Media Library.
Listener accounts may be upgraded at any time.
The ProCollabs 'Price for Life' member loyalty discount is a discount that is awarded to you when you renew your membership on ProCollabs each year.
To put it simply, the price that you pay for your ‘annual membership plan’ will be the same price that you will pay each time you renew your plan at the same membership level, for as long as you are an active, fully-paid Artist member. Putting it another way, your basic Artist membership subscription fee will never increase.
To qualify for the member loyalty discount, you must:
This offer applies to the membership plan products only, and not to any additional add-on features or services.
Note that, if upgrading your membership plan, your existing discount will not be used and instead you will be offered a new price at a discounted rate. Downgrading of a plan does not qualify for the price for life discount offer.
Membership renewal options will become available up to 30 days prior to your current plan's expiry date.
Within this renewal period, you will not be able to purchase add-on features separately, since, as your plan expires, so does the validity of any plan add-ons that you have previously purchased. Therefore, in addition to selecting your plan for membership renewal, you should also select and include any additional add-on features that you require. For example, be sure to check your account's current project and space usage and make sure that your renewal options provide sufficient coverage.
Where applicable, your 'price for life' discount will also be applied.
Membership upgrade options are available at any time throughout the duration of your current annual plan.
For members who are already on an Artist level membership, an upgrade discount offer may be available for a higher plan level.
Note that, if upgrading a membership plan mid-term, your plan period will be extended for another year from the purchase date. Accordingly, any previously purchased add-on features will become immediately expired and you will need to re-purchase any items that you require in addition to the new plan.
A membership plan can only be downgraded at the time of renewal. Note that any loyalty discount will become void.
If a plan is allowed to expire, all collaboration features will be disabled until the membership has been renewed.
If the plan is not renewed within the grace period (currently up to two months), automatic deletion of the membership plan will be scheduled.
Upon membership deletion, ALL member content is deleted and is unrecoverable. The user account will then be reassigned to Listener status.
Where the member has music which is published into the Music Library, so long as there are other Artist level members from the collaboration remaining, the completed project will remain. If there are no remaining Artist members on the site, the completed project and all archived project files will be permanently deleted.
Members whose accounts are downgraded will lose their membership loyalty discount.
A member may choose to leave the site and delete their account at any time. When a member chooses to leave the site and deletes their account, ALL member content is deleted and is unrecoverable.
Where the member has music which is published into the Music Library, so long as there are other Artist level members from the collaboration remaining, the completed project will remain and administrative privileges will be transferred to another collaborator who is also a copyright owner. If there are no remaining collaborators on the site, the completed project and all archived project files will be permanently deleted.
Members who delete their account will lose their membership loyalty discount and will also need to re-register if they wish to return at a later time.
ProCollabs operates an annual membership subscription based service where fees are charged for access to, and the continued use of online services.
All transactions and data concerning payments are managed by PayPal.com, a trusted 3rdparty service provider. ProCollabs does not ask for, store, or have knowledge of payment information, such as credit card numbers or PayPal passwords.
By making payments to ProCollabs via PayPal.com you acknowledge that you understand and accept the risks associated with making online payments. Further, you agree to release ProCollabs from all and any liability or loss resulting from use of third-party payment services and transactions in relation to your use of our service.
All payments are non-refundable and non-transferable. Exceptions may be made on a case-by-case basis.
In the case that a paid member chooses to delete their account and leave the site prior to their account expiring, no refund will be given.
Whilst participating on the site, members may be given opportunities to contribute to projects on a work-for-hire basis, wherein, ALL RIGHTS in the work contributed to the project by the artist are transferred to the project owner in exchange for an agreed fee. This fee shall be mutually agreed between the project owner (employer) and artist (employee).
In the case that the project owner chooses to cancel an established agreement with the contracted artist before the completion of the agreed scope of work and having not accepted any submitted works, 20% of the total contract price shall be paid to the artist for time and effort spent, while the remaining 80% shall be refunded to the project owner's account.
In the case that the artist chooses to cancel an established agreement with the project owner before the completion of the agreed scope of work and acceptance of any submitted works by the project owner, 100% of the contract price shall be refunded to the project owner's account.
On the release of payment to the artist by the project owner, the artist agrees to pay ProCollabs a fixed commission charge of 10% of the total contract price. Artist agrees that this commission shall be automatically and immediately deducted by ProCollabs from the artist's account without the need for any additional approval.
A member may withdraw the total value held in their 'cash' account at any time. All payments will be made by ProCollabs to a member's confirmed PayPal account only. Withdrawal requests will be processed as soon as possible, but may take up to five days to complete.
All withdrawals shall incur a fixed $1 (one United States Dollar) withdrawal fee. The minimum withdrawal amount must be no less than $5 (five United States Dollars).
For the duration of membership on the site, members may earn, be allocated, or may otherwise receive ProCollabs Credit. Members may also choose to convert Cash into Credits.
ProCollabs Credit can be used to make payments on ProCollabs for premium services and add-on features only. Credit MAY NOT be converted to Cash and MAY NOT be withdrawn.
On cancellation or deletion of a user's account, ALL accumulated credits will be lost and are NON-REFUNDABLE.
Artists may choose to sell or give away for free, music that they own or have ownership in, on ProCollabs via the Music Library.
Where a ProCollabs project results in joint-ownership, by completing the project, collaborators with copyright interests in the song agree and assign full authority to the song’s administrator (a single representative) to setup and manage all distribution, licensing, and sales settings for the distribution of the song on ProCollabs.
It is the responsibility of the song administrator to act diligently when placing music for sale or download in the Music Library by taking into consideration any prior agreements, legal and/or any other requirements, and by acting honestly and ethically when publishing and distributing music on behalf of the composition and master sound recording copyright owners, as well as any licensors and other interested parties.
Music publishing is not automatic when completing a project. In order to allow song downloads and sales from the Music Library, the administrator must explicitly set the download type (sale or license), pricing, and where appropriate, royalty assignments.
ProCollabs shall distribute any sales revenues generated directly to members and in accordance with the publishing settings and agreed split sheets. Payments will be deposited to the member’s Account Funds.
Where royalties are due to non-members, those payments shall be deposited to the song administrator’s Account Funds, who shall then be responsible for paying non-member artist(s). The song administrator shall take full responsibility for any royalty payments owed or due. ProCollabs does not receive or hold any outstanding royalty or payment on behalf of rights owners.
ProCollabs charges a 10% commission on each sale, which shall be deducted from the total amount received, before any royalties or payment splits are calculated. ProCollabs reserves the right to increase or otherwise adjust this commission at any time.
Collaborators understand, agree, and accept that royalty payments will be calculated and made to the nearest one cent ($0.01) and from time to time may appear inconsistent. This is due to the nature of percentage-based calculations and the rounding up or down of values, and a variation of one cent shall be deemed as acceptable.
The minimum price that shall be permitted for the sale and download of music published into the Music Library is ninety-nine United States cents ($0.99). Buyers have the option to pay more.
Where no other agreement or arrangement has been established, and where the owners of the composition’s copyright are not also the owners of the master sound recording copyright, authors/composers agree that the rate paid for the composition’s mechanical license shall be set at a minimum of either: a) a fixed rate of nine cents ($0.09) USD per unit sale; or b) a percentage share of net sales revenue being no less than 9% per unit sale.
Profits arising from a sale are distributed to the song’s master sound recording owners in accordance with the percentage split amounts agreed at the time of completing the project. Profit is defined as the amount remaining after all deductions have been made, such as ProCollabs commission, any costs, mechanical or other royalty payments.
By publishing music in to the Music Library on a ‘cash sale’ or ‘licensing’ basis, you are agreeing to allow ProCollabs to promote, sell, and to make your music available for download and public distribution on a non-exclusive basis.
At any time, the song administrator has the right to withdraw the song from the Music Library or to disable further sales and downloads, without notice or warning to ProCollabs or the song’s collaborators.
ProCollabs reserves the right to withdraw any song from the Music Library, or to disable sales and distribution without notice or warning at any time.
ProCollabs may provide links to, or permit you to link to other websites, services or resources on the internet and other websites. When you access third-party websites, you do so at your own risk. These other websites are not under ProCollabs control, and you acknowledge that ProCollabs is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by ProCollabs or any association with its operators. You further acknowledge and agree that ProCollabs shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
The following rules, policies, and disclaimers shall apply to and/or govern your use of the Site: You agree not to, and will not assist, encourage, or enable others to: (A) Utilize any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Site; (B) Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site; (C) Record, process or mine information about other usernames; (D) Reformat or frame any portion of the Site; (E) Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on ProCollabs technology infrastructure or otherwise make excessive traffic demands of the Site; (F) Attempt to gain unauthorized access to the Site, username accounts, computer systems or networks connected to the Site through hacking, social engineering, password mining or any other means; (G) Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site; (H) Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site; or (I) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site content or features that enforce limitations on the use of the Site.
You agree to waive and shall not assert any claims or allegations of any nature whatsoever against ProCollabs, its affiliated and associated companies, and their respective owners, directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, and successors (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the site and the services.
You hereby agree to indemnify and hold harmless ProCollabs and its indemnified parties from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and attorneys' fees, resulting from or arising out of a breach of these Terms.
PROCOLLABS CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. PROCOLLABS WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.
ProCollabs graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trade dress and intellectual property of ProCollabs.
ProCollabs trademarks, trade dress or any intellectual property may not be used in connection with any product or service without the prior written consent of ProCollabs.
Any unauthorized use of the materials or services may violate such laws and our terms of use. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the website, materials or services, any portions of the website, materials or services or the selection and arrangement of the site, materials or services, except as expressly authorized herein with a written consent of ProCollabs.
To report a suspected abuse of the site or a breach of the Terms please contact us via the Contact Us page.
