This Terms of Use document governs the utilization of Whole Story S.A.S.™, a service owned by Whole Story S.A.S. (hereinafter referred to as the 'Company', 'We', 'Us', or 'Our'). By clicking to agree, you enter into a binding agreement (the 'Agreement') with the Company. The terms 'Customer', 'You', and 'Users' (as defined below) refer to the parties involved in this Agreement. Any mention of the parties in this document includes the Company, the Customer, and all Users.
THE COMPANY PROVIDES THIS AGREEMENT TO NOTIFY ALL CUSTOMERS AND ITS USERS WHO ACCESS AND USE Whole Story S.A.S.™ OF THE COMPANY'S TERMS AND CONDITIONS WHICH GOVERN ALL ACCESS AND USE OF Whole Story S.A.S.™. USE OF Whole Story S.A.S.™ IS CONDITIONED ON ACCEPTANCE, WITHOUT MODIFICATION, OF THIS AGREEMENT BY THE CUSTOMER and USER.
BY CONTINUING TO USE Whole Story S.A.S.™, AND/OR BY ASSENTING TO THIS AGREEMENT BY SELECTING THE "I AGREE" BUTTON, EACH CUSTOMER AND USER HEREBY AGREES THAT SUCH CUSTOMER AND ALL SUCH USERS ARE HEREBY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE DATE OF THE FIRST USE OF Whole Story S.A.S.™ BY CUSTOMER AND/OR USERS (THE "EFFECTIVE DATE").
CUSTOMER HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT THE INDIVIDUAL(S) THAT HAS/HAVE CONSENTED TO THIS AGREEMENT ON BEHALF OF THE CUSTOMER ("USER(S)") IS/ARE AN AUTHORIZED AGENT OR REPRESENTATIVE OF CUSTOMER AND, THUS, SUCH INDIVIDUAL(S) HAS/HAVE ALL REQUISITE POWER AND AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN THE CUSTOMER (AND ALL OF ITS USERS) SHOULD NOT USE Whole Story S.A.S.™.
THIS AGREEMENT IS A LEGALLY BINDING CONTRACT. EACH CUSTOMER AND USER SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR ITS RECORDS.
In addition to any other terms defined in the Agreement, the following terms have the following meanings:
1.1 "Access Right" has the meaning set forth in Section 2 herein.
1.2 "Company" means Whole Story S.A.S.. and all of its subsidiaries and affiliate companies, including Whole Story S.A.S..
1.3 "Company Whole Story S.A.S. Policies" has the meaning set forth in Section 2.3 herein.
1.4 "Company IP Assets" has the meaning set forth in Section 9 herein.
1.5 "Company Trademark(s)" means any and all of the Company's proprietary trademarks, service marks, names, logos, or slogan, including without limitation its proprietary Create Music Group™ mark and the Whole Story S.A.S. mark.
1.6 "Company Servers" or "Servers" means any servers, other hardware, other computer systems or other software applications which are proprietary to, or leased or otherwise used by, Company to support Whole Story S.A.S..
1.7 "Create Music Group Material" has the meaning set forth in Section 1.11 herein.
1.8 "Customer" or "You" means any party (including the Customer or his/her authorized User) that has signed up for and been granted an Access Right, as defined below, through a Whole Story S.A.S. account to use the functionality and services available from Whole Story S.A.S. pursuant to this Agreement. Any reference to or description of rights and obligations of a Customer also include a User for purposes of this Terms of Use Agreement and all associated policies.
1.9 "Customer Content" means any information, data, images, audio, visual and/or audiovisual media (including without limitation, motion pictures, photographs and videos [including those posted by third parties], and all associated metadata including the names, likenesses, trademarks and trade names in all such media and metadata), which is solely owned or controlled by Customer and all Users and any and all Customer Content owned or controlled by Customer and Users during the effective duration of this Agreement including, without limitation, the Masters and/or musical compositions. Either party may submit potential Customer Content for approval to the other party. Customer Content also includes all content owned or controlled by Customer or Users that is used by the Customer or any User and/or made available to Company in the course of using Whole Story S.A.S. under this Agreement; provided, however, that Customer Content does not include any Create Music Group Material as such term is defined herein.
1.10 "Distribution Services Period" has the meaning set forth in Section 3.2 herein.
1.11 "Whole Story S.A.S." means the Company's proprietary software program and website domain, including https://label-engine.com/, and associated domains and applications, currently called "Whole Story S.A.S.", which is designed to be a web-based tool to assist its Customers with the following features and functionalities, that are representative and not necessarily comprehensive:
- provides a Customer with a tool to distribute their Customer Content, including the Customer's music through an independent music label;
- provides a Customer with accounting tools to assist with day-to-day management of up to 10 record labels including but not exclusively processing royalty statements, assigning royalty splits, and managing user catalog and clients;
- provides a Customer with marketing and promotional tools; and
- provides a Customer with a tool to receive demos and to manage the use of those demos by others.
Without limiting the foregoing in any way, Whole Story S.A.S. may contain, include, or incorporate certain Customer Content, information, data, or material that is created and provided by Customers, in addition to content created by or on behalf of the Company, including without limitation any Company Trademarks or any other Company-provided images, video/audio recordings or instructional documentation (collectively, "Create Music Group Material"). For clarity and the avoidance of doubt, the parties further agree that: (i) any and all such Create Music Group Material are deemed to be a part of Whole Story S.A.S. under this Agreement; and (ii) any and all updates, upgrades, improvements or any other enhancements that the Company may make at any time to any feature of functionality of Whole Story S.A.S. (including without limitation any made to accommodate the customized needs or functionalities of the Customer) shall automatically be deemed to be a part of Whole Story S.A.S. under this Agreement.
1.12 "Media Platforms" means all consumer facing third party digital websites, URL's, domains, applications, and platforms whether accessible from the internet, mobile or wireless networks, via computer, mobile device, console or otherwise, that display and/or contain YouTube videos and/or embeds, including but not limited to Facebook, MySpace, Snapchat, YouTube, and any other website and/or social media platform which contains YouTube hosted and/or embedded videos.
1.13 "Recoupable Expenses" as used herein shall mean any and all direct, non-overhead, unreimbursed costs and expenses paid by or on behalf of Whole Story S.A.S. which are directly attributable to the rights granted hereunder, including, without limitations, costs related to manufacturing, packaging, shipping, storage, design, artwork, advertising, marketing, promotion, insurance, union fees, production costs, studio costs, recording costs, all related royalties payable by Whole Story S.A.S. to any third parties (including, without limitation, third-party royalty participants such as producers, mixers, etc.), the Replacement Cost, and any and all other monies reasonably spent by or on behalf of Whole Story S.A.S. in connection with the rights granted hereunder or which Customer and/or User asks or requests that Whole Story S.A.S. pay on Customer's or User's behalf; provided that, for the avoidance of doubt, any and all Recoupable Expenses shall be deemed recoupable advances hereunder and shall be recoupable from Customer's and/or User's share of net income, as well as any monies payable by Whole Story S.A.S. to Customer or User in connection with any other agreements between the parties, and shall not, for the avoidance of doubt, be deemed "off the top" expenses to be deducted from gross revenue in the calculation of net income hereunder.
1.14 "Replacement Cost" means the price paid by or charged to Customer for pressing or duplicating units of physical records, including, without limitation, manufacturing, shrink wrapping, covers, sleeves, labels and similar accessories or inserts and applicable freight costs, without any margin or profit to Customer, which shall in no event be more than [One Dollar ($1.00)] with respect to single-disc albums, [One Dollar ($1.00)] per disc with respect to multiple record sets, and [Two Dollars ($2.00)] with respect to audiovisual recordings.
1.15 "Royalties" means all royalties, payments, or earnings received by Whole Story S.A.S. in connection with the use of Customer Content in accordance with this Agreement, less any out-of-pocket costs, expenses or other fees incurred by Whole Story S.A.S. in connection with the use, distribution, and protection of Customer Content.
1.16 "Subscription" has the meaning set forth in Section 4 herein.
1.17 "Subscription Fee" has the meaning set forth in Section 4 herein.
1.18 "Subscription Period" has the meaning set forth in Section 4 herein.
1.19 "User(s)" is an authorized user of Whole Story S.A.S. under the rights of a Customer's valid and effective Access Right pursuant to the terms and conditions of this Terms of Use Agreement. All rights and obligations of a Customer set forth in this Terms of Use and associated policies apply equally to a User, as set forth in Section 7 hereof.
2.1 Subject to Customer's strict compliance with this Agreement, including but not limited to the Customer utilizing the Whole Story S.A.S. services set forth in Section 4 and elsewhere in this Agreement, and payment of all required fees, if any, Company grants to Customer, only during the term of this Agreement, a personal, limited, non-exclusive, non-transferable, non-sub-licensable, revocable right to allow only the Customer the ability to access and use Whole Story S.A.S. only in the format that Whole Story S.A.S. provides and only to use the foregoing for those specific features or functionalities that the Company makes available to Customer through Whole Story S.A.S. (hereinafter the "Access Right").
2.2 Without limiting any other conditions or limitations set forth in the foregoing Access Right in Section 2.1, and for clarity and the avoidance of doubt, Customer hereby agrees that: (i) Customer is only permitted to use the Create Music Group Material exclusively through, and solely as provided by, Whole Story S.A.S. in accordance with the level of services to which Customer has access as set forth in Section 4 below and (ii) this Agreement prohibits the distribution, sharing, dissemination, reproduction, copying, or any other uses of the Create Music Group Material outside of Whole Story S.A.S..
2.3 Customer (i) hereby acknowledges and agrees that in addition to any of the other terms and conditions set forth in this Agreement, each Access Right to use Whole Story S.A.S. by Customer is hereby explicitly conditioned and subject to each Customer's compliance with all of the following; and (ii) without limiting the foregoing in any way, each such Customer hereby agrees to all of the terms and conditions of the following, all of which are hereby incorporated into this Agreement by this reference:
a. Any and all additional rules, policies, procedures, or guidelines which may be adopted by Company from time to time, or at any time, which govern the permissible conduct of Customer of Whole Story S.A.S. and which impose any other conditions or limitation on the permissible ways that Customer is allowed to use Whole Story S.A.S. (hereinafter collectively referred to as the "Company Whole Story S.A.S. Policies");
b. The Company's Privacy Policy, a copy of which is available by this link: https://label-engine.com/privacy.php; and
c. The Company's Digital Millennium Copyright Act Policy, a copy of which is available by this link: https://label-engine.com/dmca.php.
2.4 Customer hereby further acknowledges and agrees that the foregoing Access Right is further subject to and conditioned as follows:
a. Company has the right, in its sole discretion, at any time or from time to time, to change, amend, modify, suspend, discontinue, cease, or otherwise terminate any or all of the features or functionalities of Whole Story S.A.S., in whole or any parts thereof, including without limitation discontinuing the Company's support of Whole Story S.A.S., or any portions thereof (collectively, "Change or Discontinue Support of Whole Story S.A.S.").
b. Company shall not have any obligation or liability to the Customer, including without limitation not having an obligation to refund any portion of the Subscription Fee (except within its sole discretion).
c. If Company exercises its right to change or discontinue support of Whole Story S.A.S., including without limitation suspending, discontinuing, ceasing or terminating Whole Story S.A.S. (in whole or in part) for any reason, and after Company has given notice to Customer of its plans to take such action (the format of such notice to be determined by Company), if the Customer fails to transfer all Customer Content by the effective date of such action by Company, then Company is not responsible to provide access to any such Customer Content to the Customer after the effective date of such action by Company.
d. In the event the Company's decision to change or discontinue support of Whole Story S.A.S. results in the complete termination of Whole Story S.A.S. During a Customer's Subscription Period, the Company may, in its discretion, offer the Customer a pro-rate refund of the Subscription Fee equal to the percentage of the Subscription Period that has been terminated.
2.5 Customer hereby agrees to the following additional provisions (and the following provisions are further conditions on Customer's Access Right):
a. Without limiting the generality of the foregoing, Customer is explicitly prohibited from using Whole Story S.A.S. for any purpose other than what is stated in this Agreement or the Company Whole Story S.A.S. Policies.
b. Customer is prohibited from using any data, information, material, or content (including without limitation any Customer Data) if the foregoing (in Company' determination):
(i) Is not owned by Customer or if Customer does not otherwise have the absolute right to use such data, information, material or content in association with Whole Story S.A.S..
(ii) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or any other intellectual property or proprietary right of a party or third parties.
(iii) Is unlawful, libelous, defamatory, an invasion of privacy or of any publicity rights, harassing, threatening, abusive, inflammatory, obscene, or otherwise objectionable.
(iv) Would violate any other rights of a party or third parties, would constitute or encourage a criminal offense, or would otherwise violate or create liability under any laws, statutes, ordinances or regulations worldwide.
c. Customer shall not impersonate any other person or entity or otherwise misrepresent Customer's affiliation with a person or entity;
d. Customer shall not use another Customer's user name or password without the authorization of the legitimate user;
e. Customer shall not distribute or publish unsolicited promotions, advertising, or solicitations for any goods, services or money, including junk mail and junk e-mail;
f. Customers shall not use Whole Story S.A.S. for any other illegal purpose or any fraudulent scheme or transaction.
g. Customer is prohibited from violating or attempting to violate the security of Whole Story S.A.S., any other part thereof, or of any Company Servers, including without limitation, being prohibited from doing any of the following:
(i) accessing data not intended for such Customer or logging into a server or account which the Customer is not authorized to access;
(ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(iii) attempting to interfere with service to any other Customer, host, or network;
(iv) attempting to obtain or obtain any data or other content through any means not intentionally made available or provided for by Whole Story S.A.S.;
(v) take any other action that could damage, disable, overburden, or impair Whole Story S.A.S. or any Company Servers; or
(vi) otherwise violate or attempt to violate any security features, protocols, systems or network security associated with Whole Story S.A.S., any part thereof, or of any Company Servers.
2.6 Customer hereby agrees that Company has the right to investigate occurrences that may involve any violations of this Agreement, including without limitation any matters which could involve, and cooperate with, law enforcement authorities in prosecuting Customers who are involved in any violations. In addition, Company reserves the right to cooperate with any and all law enforcement agencies, including complying with requests for information or disclosures or any warrants, court orders or subpoenas (from any party) and disclosing to law enforcement agencies any information about any Customer and anything a Customer does with respect to Whole Story S.A.S.. By Customer's use of Whole Story S.A.S., Customer explicitly authorizes the Company to take such action.
2.7 If Company becomes aware of any violations or breach of this Agreement by Customer, Company has the right (in addition to any other rights or remedies available to Company by law, contract or equity) to take any one or more of the following actions, in its discretion: (a) suspend or terminate access to Whole Story S.A.S. to the Customer, including without limitation denying access to the Customer Content to the Customer; (b) terminate a particular Customer's right to use Whole Story S.A.S.; and/or (c) terminate this entire Agreement in accordance with Section 11 of this Agreement.
2.8 Company may retain revenue resulting from a violation or breach of this Agreement by Customer. By way of example only, in the event a Customer distributes an album for which they do not have the rights to do so, Company may terminate their account(s) and retain any revenue derived from distribution of the album to which the Customer is not entitled.
2.9 All rights granted to Customer under this Agreement, including without limitation Customer's Access Right to use Whole Story S.A.S., will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason, including without limitation any breach by Customer of any provision of this Agreement.
3.1 Customer and its Users' access rights to Whole Story S.A.S. services include the following options:
a. Whole Story S.A.S. Free Trial. Customers may choose a 7-day initial term to use the Whole Story S.A.S. bundled services on a trial basis, including accounting, demo management, and promotional tools. The free trial does not provide for the finalization of any processes and is a demonstration of the scope of the services only.
b. Subscription to Whole Story S.A.S.. For fees described in the Whole Story S.A.S. Price List, Customer may set up accounts for all of its labels, for which Customer may use any of the Whole Story S.A.S. bundled services, including accounting, demo management, and promotional tools. However, distribution services are not automatically provided by Whole Story S.A.S. as part of the subscription and must be applied for as described below.
c. Whole Story S.A.S. Distribution. Customers may submit an application seeking Whole Story S.A.S. distribution services to distribute or deliver music releases to media platforms. Consequently, Customer shall submit information to Company in accordance with Company's requests for information in order for Company to properly evaluate whether the music label in question is a suitable candidate for Whole Story S.A.S. distribution services. All music releases or other media shall be evaluated and accepted for distribution separately, on its own merits, by Whole Story S.A.S.. In the event that Whole Story S.A.S. rejects a proposed music release, other media, or entire music label, for distribution, Customer may edit and update the application and re-apply to Whole Story S.A.S. for distribution.
3.2 All music releases and music albums accepted by Whole Story S.A.S. for distribution services shall be subject to the provisions set forth in Section 5 below. By receiving and accepting any Whole Story S.A.S. distribution services, Customer agrees to comply with all terms and conditions set forth therein for as long as the distribution services are performed by Whole Story S.A.S., which shall at minimum continue until the later of (a) one (1) year and (b) the end of the calendar monthly period during which Company recoups all Recoupable Expenses or other monies paid to you hereunder, as reflected on an accounting statement (the "Distribution Services Period"). The Distribution Services Period shall then automatically renew for successive and consecutive one (1) year periods unless and until terminated by Whole Story S.A.S., Customer or User by Whole Story S.A.S. providing notice to Customer or User, or Customer or User providing written notice to Whole Story S.A.S. at least ninety (90) days prior to the end of the applicable initial Distribution Services Period or renewal period.
4.1 For purposes of this Agreement, the term "Pricing List" means Company's then current published pricing list and terms applicable to each respective subscription level for Whole Story S.A.S. (the "Subscription" or "level of Subscription"), including the following terms: channel
a. The amount of fees for each Subscription ("Subscription Fees") and any other terms and conditions governing the Subscription Fees, including but not limited to any cancellation policy, any interest payments/service for late payments, or any non-refund policies; and/or
b. The time period during which the Customer will have the Access Right to, or any other right to use, Whole Story S.A.S. under this Agreement for each respective Subscription, which shall at minimum continue until the later of (a) one (1) year and (b) the end of the calendar monthly period during which Company recoups all Recoupable Expenses or other monies paid to you hereunder, as reflected on an accounting statement (the "Subscription Period"), subject to any other terms and conditions governing the Subscription Period. The Subscription Period shall then automatically renew for successive and consecutive one (1) year periods unless and until terminated by Whole Story S.A.S., Customer or User by Whole Story S.A.S. providing notice to Customer or User, or Customer or User providing written notice to Whole Story S.A.S. at least ninety (90) days prior to the end of the applicable initial Subscription Period or renewal period; and/or
c. Customer shall pay Company fees on a monthly basis within thirty (30) days after the end of each calendar month pursuant to Company's Pricing List for Whole Story S.A.S.'s bundled services.
4.2 The Customer must select the initial Subscription and, if applicable, any renewal of that Subscription, all to be in accordance with the Pricing List, available at the following link: https://label-engine.com/pricing_list.php. As a condition to use the Whole Story S.A.S. by Customer (including without limitation, any continued Access Rights), Customer hereby agrees to pay Company the full Subscription Fee pursuant to the Pricing List in effect at the start of the initial Subscription Period and at the start of each renewal of the Subscription Period.
4.3 Any Subscription Fees or any other amounts owed to Company which are not paid when due shall be subject to any applicable interest payment and/or any other service charge as set forth in the Pricing List. If the Customer fails to pay any Subscription Fee or any other amounts owed to Company after thirty (30) days of the applicable due date, Company has the right, in its sole discretion, to terminate this Agreement and/or to initiate any other remedies at law or equity as set forth in Section 8 of this Agreement. If Company initiates any legal proceedings to collect those amounts, Company shall be entitled to recover its reasonable attorney fees and costs from Customer, including those incurred prior to and at arbitration, trial or other proceeding, and in any appeal.
4.4 Company will publish its then current Pricing List, with the Customer's understanding and agreement that the Company shall determine, in its discretion, the appropriate means of such publication, including without limitation publishing its then current Pricing List on the Company's website (which shall constitute sufficient publication of the same to the Customer). THE COMPANY HAS THE RIGHT TO AMEND, FROM TIME TO TIME AND AT ANY TIME, ANY OF THE TERMS AND CONDITIONS IN ITS PRICING LIST (INCLUDING WITHOUT LIMITATION ANY SUBSCRIPTION FEES AND SUBSCRIPTION PERIODS). THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT IT IS THE CUSTOMER'S OBLIGATION TO ACCESS AND REVIEW THE COMPANY'S THEN CURRENT PUBLISHED PRICING LIST WHICH IS IN EFFECT AT THE TIME OF THE CUSTOMER'S INITIAL SUBSCRIPTION PERIOD AND, IN THE EVENT THE CUSTOMER'S SUBSCRIPTION IS RENEWED, IN EFFECT AT THE TIME OF EACH RENEWAL PERIOD. THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE CUSTOMER IS AND WILL BE BOUND BY THE THEN-CURRENT PRICING LIST (INCLUDING BUT NOT LIMITED TO THE THEN-CURRENT SUBSCRIPTION FEE) IN EFFECTIVE AS OF THE FOLLOWING DATES: (A) THE EFFECTIVE DATE OF THE CUSTOMER'S INITIAL SUBSCRIPTION PERIOD; AND (B) IN THE EVENT THE CUSTOMER'S SUBSCRIPTION IS RENEWED, THE EFFECTIVE DATE OF EACH RENEWAL OF ITS SUBSCRIPTION.
4.5 As between Customer and Company, Customer shall be solely responsible for and shall account for and pay any and all taxes, including income, sales, use, value added or similar taxes levied on any Subscription Fees paid to Company under this Agreement and on any of the amounts payable to Customer hereunder or on the sale or exploitation of units of records or relating to units of record which are in the possession or control of Company.
5.1 Customer License Grant to Company. To the extent Customer applies for and is accepted by Whole Story S.A.S. for distribution services under this Agreement, Customer hereby grants to Company for as long as such Whole Story S.A.S. services are used, an exclusive, transferable, sub-licensable, irrevocable, worldwide, royalty-bearing, right to allow to convert, bundle, sell, use, copy, distribute, produce, issue copies to the public, perform, cut, broadcast, communicate, make available to the public and exploit the music releases or other media and all Customer Content in relation to Whole Story S.A.S.'s service, and without limitation, as examples only, to pursue the following on behalf of Customer:
a. To use Customer's name and trademarks, as well as Customer's artist information and likeness, for the purposes of promoting the music releases or other media;
b. To license (e.g. to YouTube, Facebook, Instagram, Twitter, Snapchat, LinkedIn, SoundCloud, Pandora, Spotify, and Vevo, etc.) the master sound recordings that Customer submits to Whole Story S.A.S. and the musical compositions respectively embodied therein, including any derivative works, remixes, master cuts, radio edits, session files and stems (each a "Master" and collectively "Masters"), as those are delivered by or on behalf of Customer to Whole Story S.A.S.;
c. To use artist or writer copyrights, artwork, marketing material, trademarks, names, sobriquets, biographical materials and approved likenesses, as well as the names, sobriquets and approved likenesses of any other person performing services in connection with Customer Content (the "ID Materials") during the effectiveness of this Agreement in connection with the exercise of our rights hereunder, including, without limitation the distribution and promotion of Customer Content, without further compensation to Customer or any other person except as otherwise expressly stated in this Agreement;
d. To permit the performance, reproduction, display, sale, copying, distribution, synchronization, public performance, encoding in any format, configuration and exploitation (e.g. as downloads, streams, on YouTube, etc.) of the masters and intellectual property by any method now known or hereinafter invented;
e. To collect, administer, and distribute royalties to Customer accounts, as agreed between Whole Story S.A.S. and Customers, from revenue received from Media Platforms and paid to Whole Story S.A.S. for use of Customer Content;
f. To perform any other acts deemed necessary to effectuate the purpose of the Distribution Services;
g. To do any of the foregoing without further payment to Customer or permission from Customer, except as explicitly stated in this Agreement;
h. To authorize or license any 3rd party partner (digital retailer or streaming service) to do any of the above;
i. To monitor the Customer Content for the reproduction, distribution, public performance, public display, and synchronization of the Customer Content with user-uploaded videos and monetize and/or claim the Customer Content;
j. To collect any and all monies derived from such monetization and/or Content Claiming services (defined below), as shall be agreed upon between Customer and Company in an addendum to this Agreement;
k. To block, disable, and/or takedown unauthorized Customer Content;
l. To access and utilize Customer's manager accounts in connection with the Customer Content hereunder;
m. To create, on behalf of Customer, art tracks using the Customer Content hereunder (including, where applicable, lyrics) ("Art Tracks" and as further discussed in 5.2 below), and as between the parties Customer shall own all right, title and interest in and to such Art Tracks;
n. To send DMCA take-down notices to Media Platforms distributing videos containing links to unauthorized downloads of the Customer Content (collectively, such activities are "Content Claiming");
o. Upon request from Customer, to collect all monies earned from exploitations of the Customer Content that occur prior to or during the Term, specifically in connection with rights granted hereunder including, without limitation, neighboring rights income. For the avoidance of doubt, the foregoing exclusive right shall not apply: the so-called "Artist's share" of neighboring rights income (as opposed to the so-called "master owner's share," which Company shall be entitled to collect), including, without limitation from SoundExchange.
p. To perform such other distribution and marketing services regarding Customer Content and music releases or other media as Customer or User and Whole Story S.A.S. may agree.
5.2 Physical Distribution. Customer hereby agrees to the following additional provisions on physical inventory:
a. Storage and Shrinkage. Company shall accept and store all physical records delivered to Company hereunder, provided that Company shall not be responsible for inventory shrinkage (i.e., inventory loss due to error, theft, damage or fraud) up to [two and one-half percent (2.5%)] of the total volume of all physical records in finished good form delivered to Company during any calendar year of the Term. With respect to inventory shrinkage in excess of [two and one-half percent (2.5%)], the sole liability shall be payment to the Customer of the Replacement Cost therefore.
5.3 Additional Customer License Grant to Company. Customer grants Company the right to use the name, image, voice, signature, biography, and likeness of Customer in connection with the exploitation of Customer Content. Customer grants to Company the right to change the duration, transcode, resize and reformat the Customer Content insofar as necessary to repurpose, watermark, and/or fingerprint the Customer Content for distribution and monitoring on Media Platforms in accordance with the purpose of this license.
5.4 Customer Commitments and Responsibilities. Customer shall deliver to Whole Story S.A.S. and upload the Customer Content in accordance with Whole Story S.A.S. procedure, portal guidelines and specifications to be provided by Whole Story S.A.S. and updated from time to time. Customer shall retain all rights in the Customer Content that are not expressly licensed to Whole Story S.A.S. under the terms of this Agreement.
a. Customer agrees to be responsible for any and all clearances and/or payments in respect of the music releases or other media and/or granted rights.
b. Customer agrees to be responsible for any/or all clearances or payments in respect of the publishing rights for sales made in the territory.
c. Customer agrees that Whole Story S.A.S. will provide pre-listening files in low resolution format and all information contained in the "METADATA," as well as all other materials to 3rd party platforms with the purpose of generating sales to end users.
d. Customer acknowledges that the 3rd party Media Platforms, including, without limitation, as outlined in the following table are designated as "Opt-in Stores" and agrees to notify Whole Story S.A.S. of intent to deliver content to these services. Customers may request delivery to these platforms at any time via written or electronic notice, however Whole Story S.A.S. may withhold distribution to them at its discretion.
OPT-IN STORES & SERVICES
Audible Magic – Piracy Protection
AMI – Jukebox
Beatport – Electronic Dance Music
BMAT – Publishing Data
Juno Download – Electronic Dance Music
Lime Blue – Neighboring Rights
Music Reports – Publishing Data
Pretzel – Twitch Music Library
SoundCloud Copyright – Piracy Protection
SoundCloud – Feed Delivery
SoundExchange – Neighboring Rights
Traxsource – Electronic Dance Music
5.5 Notwithstanding the above, Whole Story S.A.S. shall not have any right to do remixes, edits, alterations of the master tracks, graphic files, video clips or any other copyright protected materials.
6.1 Company shall pay Royalties that Company collected on Customer's behalf using Company's best efforts from the date on which Company receives Customer's Royalties from any third-party platform or is credited with Royalties in connection with the User Content, whichever is later.
6.2 As soon as practicable every calendar month, Whole Story S.A.S. shall account the Royalties due and shall provide Customer with a reasonable detailed calculation of the royalties in respect of activity in the preceding month(s). If Customer is owed less than ten U.S. dollars (US$10) via Paypal or less than US$100 via Wire or ACH, Customer's Royalties shall be carried forward onto the following accounting statement and paid to Customer once Customer's Royalties reach ten U.S. Dollars (US$10) or more via Paypal or US$100 or more via Wire or ACH. Whole Story S.A.S.'s accounting statements shall be based solely upon information provided by our licensees and Whole Story S.A.S. partners. No Royalties shall be payable to Customer until payment has been actually received by Whole Story S.A.S. or credited to its account. Customers shall be responsible for any bank fees or related charges for the payment of any Royalties. Customers shall have a valid method of payment on file with Whole Story S.A.S.. It is the customer's responsibility to notify Whole Story S.A.S. of any changes to the User's method of payment. In the event that the customer does not have a valid method of payment on file, Whole Story S.A.S. may suspend payment to the customer until such time that a valid payment method has been submitted. Any objection to any accounting statement or lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the accounting statement is rendered. Customer hereby waives any longer statute of limitations that may be permitted by law. Notwithstanding anything to the contrary contained herein, in the event that no Royalties are due to Customer, or any outstanding balance is owed to Whole Story S.A.S. by Customer, Whole Story S.A.S. shall have no obligations to provide a statement indicating that no payment is due.
6.3 Whole Story S.A.S. shall pay royalties within sixty (60) days after it has determined that all information and payments were submitted correctly. Whole Story S.A.S. may withhold any taxes, duties, charges or levies on payments by Whole Story S.A.S. to Customer pursuant to this Agreement in accordance with applicable law, rule or regulation and shall remit such withholding to the appropriate authority.
6.4 Unless otherwise agreed by Whole Story S.A.S., Whole Story S.A.S. reserves the right to set transaction fee rates on a per label basis, which may change as deemed necessary by Whole Story S.A.S. in its sole discretion. By way of example only, Whole Story S.A.S. currently charges a transaction fee of 17.5% (seventeen and one half percent) on net income (amount sent from stores, not the amount that the store receives from the end customer) on sales from 3rd Party Media Platforms or partners, except YouTube Content ID, for which the transaction fee is 20% (twenty percent). All such sales shall be stated in periodic royalty statements to Customer.
6.5 Any royalties that fail to meet the minimum of ten U.S. Dollars (US$10) or more via Paypal or US$100 or more via Wire or ACH, will be carried over until the US$10 or more threshold for Paypal and the $100-dollar or more threshold is reached. Notwithstanding the foregoing, Whole Story S.A.S. has no duty to pay Customer or User its share of net income pursuant to this Agreement, until any Recoupable Expenses or other monies paid to Customer or User have been fully recouped. No other forms of compensation shall be due to Customer or User from Whole Story S.A.S. for the rights granted herein, including but not limited to mechanical or public performance royalties.
6.6 If at any time during the Term the Customer's account shows a negative balance which is in excess of an amount equivalent to the average of two (2) times the average monthly revenue of Customer in the proceeding period of three (3) months (the "Excess"), the Customer shall within fourteen (14) days of Company's written request pay such Excess to Company. Late payment of any Excess shall incur interest at the rate of eight per cent (8%) calculated on the Excess.
6.7 If the Customer's account shows a negative balance after the Term has expired, Company may at any time request the Customer to settle such a negative balance (i.e. a negative balance showing on the Customer's account shall be deemed the Customer's debt payable to Company). If the Customer fails to make payment to Company in the amount of such negative balance within ninety (90) days following Company's request, Company will have the right to dispose of the inventory of the Customer's physical records hereunder in any manner Company chooses and to apply the proceeds of such disposal against Company's negative balance showing on the Customer's account. For the avoidance of doubt, Company is expressly entitled to withhold and set-off any amounts due to the Customer under this Agreement and any other agreement between the parties against any negative balance showing on the Customer's account.
7.1 Customers shall restrict use of Whole Story S.A.S. solely to those authorized Users of Whole Story S.A.S. who satisfy the following conditions: (a) the individual has been given an authentic and valid invitation by Customer to gain access to and then use any Whole Story S.A.S. services to which he/she is eligible; and (b) each such individual agrees to comply with all of the terms and conditions of this Agreement as a condition of his/her access and use of Whole Story S.A.S. and its services.
7.2 The Company is solely responsible for monitoring the use of the Whole Story S.A.S. by all Users; including, without limitation, the Customer being ultimately and solely responsible for: (i) all uses (or misuses) of Whole Story S.A.S. by all its Users; and (ii) any breaches of this Agreement caused by any Users.
7.3 Customer is required to immediately notify Company of each User that Customer no longer is giving access to Whole Story S.A.S. in order to allow Company the ability to terminate the applicable User's access to Whole Story S.A.S..
7.4 Customer and all Users also hereby represent and warrant to the Company that each individual that has consented to this Agreement and the terms and conditions of all policies linked to this Terms of Use that relate to services offered by Company or affiliates. In addition, Customer and User represent and warrant that: (a) You are of legal age and able to provide informed consent for all rights and obligations under this Terms of Use and linked policies.
8.1 Customer shall be solely responsible for:
a. Procuring, at Customer's expense, the necessary environment at the Customer's location(s) to use Whole Story S.A.S., including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (hereinafter referred to as "Systems");
b. Keeping Customer's user names and passwords secret and confidential, and, for any communications or transactions that are made, using the same;
c. Changing Customer's user names and passwords if it believes that the same has been stolen or might otherwise be misused;
d. Ensuring that each User is aware of the material terms of this Agreement and the Terms and Conditions of Use and that no person who is not an authorized user be allowed access to Whole Story S.A.S.;
e. Maintaining recommended information security tools, technologies, fire walls, antivirus, malicious software removal and detection software, etc. and to implement and maintain appropriate administrative, physical and technical safeguards to data from unauthorized access, use or alteration;
f. Complying with all other laws, rules and regulations related to the Customer's use of its Systems.
9.1 Subject only to the limited Access Right granted to Customer pursuant to Section 2 above, all rights, title and interest (including without limitation all global intellectual property rights) in and to Whole Story S.A.S., including without limitation the underlying code or programs that operates Whole Story S.A.S., all Create Music Group Material (as defined herein) provided by Company though Whole Story S.A.S., all Company Trademarks (including without limitation the Company's Whole Story S.A.S. trademark and Create Music Group™ trademark), and all text, graphics, interfaces, photographs, designs and expression, as well as goodwill associated therewith (hereinafter collectively referred to as the "Company IP Assets") shall at all times remain the sole and exclusive property of Company. Customer and Users shall not in any manner represent that they have acquired any rights in the Company IP Assets beyond or in addition to the limited Access Right expressly granted by Company to the Customer pursuant to only Section 2 above.
9.2 Customer acknowledges and agrees that Whole Story S.A.S. receives many submissions, some of which may be similar, or may be similar to content being independently developed by Customer. Nonetheless, Customer agrees that Whole Story S.A.S. is free to work with other artists with similar submissions or proceed with developing its own content without any obligation from Customer.
Customer hereby agrees that all Company IP Assets (as defined above), including without limitation Whole Story S.A.S. and Create Music Group Material therein, may contain valuable trade secrets and confidential information that is owned by Company. Customer agrees to take all commercially reasonable precautions to prevent disclosure of any of the Company IP Assets, including all know-how and confidential information therein to any third parties without prior written authorization from Company. Customer agrees to not use or disclose any part of the Company IP Assets for any purpose other than for the sole purpose of using Whole Story S.A.S. only as explicitly permitted under this Agreement.
11.1 This Agreement shall commence as of the Effective Date noted above and shall continue until the earlier to occur of the following: (i) any termination of this Agreement under Section 11.2 below; or (ii) the Subscription Period otherwise expires or terminates; or (iii) the Distribution Service Period otherwise expires or terminates (the "Term"). Company retains the right to collect all monies derived from exploitations of Customer Content that occur prior to or during the Term for one (1) year following any expiration or termination pursuant to this paragraph 11.1.
11.2 In addition to any other right of termination set forth in this Agreement, this Agreement may be terminated by Company:
a. For convenience upon giving 60 days advance notice to Customer or any individual User; or
b. Immediately if any one or more of the following occurs: (i) if Customer is in violation of, or has otherwise breached, this Agreement, including without limitation violating or breaching any Company Whole Story S.A.S. Policies.
11.3 Upon any type of termination, expiration or cancellation of this Agreement, all rights granted to Customer hereunder, including without limitation the Access Right, shall immediately and automatically cease. Without limiting the foregoing in any way, upon the effective date of such termination, expiration or cancellation:
a. Customer shall cease using Whole Story S.A.S., all Create Music Group Material therein, and any other Company IP Assets that was made available by the Company; and
b. Customer shall return to Company or destroy (and certify the destruction thereof in writing), at Company's option, all copies of all of the Company IP Assets. All provisions of this Agreement that by its terms, nature or context are intended by the parties to survive the termination, expiration or cancellation of this Agreement shall do so.
11.4 Upon expiration or termination of this Agreement, the following additional terms shall govern the Customer Content:
a. The terms of this Terms of Use and associated policies shall govern the Customer's access and all Users' access to Customer Content in all instances in which Company has exercised its right to Change or Discontinue Support of Whole Story S.A.S..
b. If Company has exercised its right of termination for convenience pursuant to Section 11.2(a) above, Customer and each of its Users shall have 30 days after the effective date given by Company for such termination for convenience in which to download copies of their Customer Content, with the understanding and agreement that after such 30 day period Company shall not be responsible to provide access to any such Customer Content thereafter.
c. If a Customer has not renewed its Subscription pursuant to this Agreement, then Customer and each of its Users shall have 30 days after the expiration date of the Subscription Period in which to download copies of their Customer Content, with the understanding and agreement that after such 30 day period Company shall not be responsible to provide access to any such Customer Content thereafter.
d. Except as set forth in subsections (a), (b) and (c) of this Section 11.4, Company shall not have any other obligation under this Agreement to provide access to any such Customer Content after any type of termination, expiration or cancellation of this Agreement.
As a convenience to Customer, Company may now, or in the future, provide links to Media Platforms and other sources of information or other internet web sites that are not owned by Company and are not under Company's control. Company does not control these third party Media Platforms and is not responsible for the data, material, recommendations or any other information included in any Media Platforms, including without limitation any subsequent links contained within a linked web site, or any changes or updates to a linked web site. Any reference from the Company's Whole Story S.A.S. to any entity, product, service or information provided through a Media Platform does not constitute an endorsement or recommendation by Company. No Media Platform is authorized or permitted to make any representations or warranties on Company's behalf. Your use or visit to any Media Platform, or Your act of providing any of your personal information to any Media Platform constitutes Your automatic agreement that Your actions using such Media Platform (including transfer of any information) shall be subject to and governed by the terms and conditions of such Media Platform, including without limitation the privacy policies of any such Media Platform.
CUSTOMER ACKNOWLEDGES AND AGREES THAT Whole Story S.A.S. (INCLUDING WITHOUT LIMITATION THE CREATE MUSIC GROUP MATERIAL OR ANY OTHER CREATE MUSIC GROUP IP ASSETS AS DEFINED HEREIN WHICH MAY BE PROVIDED THROUGH Whole Story S.A.S.) ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS.
THE COMPANY MAKES NO, AND HEREBY EXPLICITLY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, AND ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
CUSTOMER ASSUMES THE ENTIRE RISK REGARDING THEIR USE OF, AND THE RESULTS AND PERFORMANCE ARISING OUT OF, Whole Story S.A.S., INCLUDING WITHOUT LIMITATION THE CREATE MUSIC GROUP MATERIAL OR ANY OTHER CREATE MUSIC GROUP IP ASSETS WHICH MAY BE PROVIDED THROUGH Whole Story S.A.S..
IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO CUSTOMER OR ANY USER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM INCONVENIENCE, INTERRUPTION OF BUSINESS, LOSS OF USE, DOWNTIME LOSS, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF REVENUE) WHETHER OR NOT THE COMPANY OR ANY OF THE FOREGOING HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED IN WARRANTY, CONTRACT, TORT OR AN OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF (OR INABILITY TO USE), THE PERFORMANCE OF, OR THE RESULTS FROM THE USE OF, Whole Story S.A.S. OR ANY OTHER CREATE MUSIC GROUP IP ASSETS (AS SUCH TERMS ARE DEFINED HEREIN).
IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, WARRANTY, OR ANY OTHER LEGAL THEORY OF LIABILITY) EXCEED THE LESSER OF THE SUBSCRIPTION FEES PAID TO THE COMPANY OR THE ROYALTIES ACTUALLY RECEIVED BY THE COMPANY DURING THE LAST 12 MONTHS PRECEDING A CLAIM FOR DISTRIBUTION SERVICES RENDERED TO OR ON BEHALF OF CUSTOMER, USERS OR ANY THIRD PARTY.
15.1 Upon a request by Company, the Customer and/or the applicable breaching User each hereby agree to defend, indemnify, and hold Company, its affiliates and their officers, directors, employees and agents and representatives harmless from all liabilities, claims, and expenses, including attorney's fees, that arise out of, or is related to each Customer's or User's:
a. violation or breach of this Agreement, including without limitation any such User's breach or violation of the Company Whole Story S.A.S. Policies;
b. any use, misuse or unpermitted use of Whole Story S.A.S. or any other Company IP Assets; or
c. Any infringement by any User of any intellectual property or other rights of any person or entity.
15.2 Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User under this provision, in which event the User will cooperate with Company in that action.
15.3 In the event any obligation of Customer or a User, including indemnification and other liabilities, under this Agreement/Terms of Use, is not fulfilled in a timely manner, then Customer hereby agrees to indemnify and hold Company harmless to the fullest extent of applicable law against all costs, expenses, claims, and liabilities caused by or the responsibility of User to fulfill.
ONCE CUSTOMER BEGINS TO USE Whole Story S.A.S., COMPANY MAY MODIFY THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME ("CHANGES"), AFTER GIVING REASONABLE NOTICE TO CUSTOMER. CUSTOMER AND USERS HEREBY AGREE THAT SUCH REASONABLE NOTICE MAY INCLUDE, BUT IS NOT LIMITED TO, A GENERAL NOTICE ON ANY COMPANY WEBSITE. ONCE THE COMPANY PROVIDES SUCH NOTICE OF SAID CHANGE, THE CUSTOMER AND EACH OF ITS USERS AUTOMATICALLY CONSENT THEREAFTER BE BOUND BY THE VERSION OF THIS AGREEMENT THAT IS IN EFFECT THE NEXT TIME THE FIRST USER OF THE CUSTOMER VISITS AND/OR USE Whole Story S.A.S.. ANY USE OF Whole Story S.A.S. THEREAFTER SHALL BE DEEMED TO CONSTITUTE ACCEPTANCE BY CUSTOMER AND ALL OF ITS USERS OF ALL SUCH CHANGES.
17.1 Each Customer hereby agrees that Company has, and each such Customer hereby explicitly grants to Company, an exclusive, worldwide, perpetual, assignable, sub-licensable, transferable, fully paid up right and license to use any Customer Content in the normal course of Company's business, including without limitation for the following purposes: (i) to use, copy, reproduce, publicly perform, publicly display, communicate to the public, stream, listen to, make available, reformat, translate, excerpt (in whole or in part), transmit, re-post and distribute such Customer Content for any purpose set forth in this Agreement and in connection with services provided through Whole Story S.A.S. for Customer, (ii) statistical analysis, industry trend analysis, and/or evaluating the efficiency of the features and functionalities of Whole Story S.A.S. or any other applications developed by Company; (iii) for any marketing, advertising or other methods of promoting (in digital, print or in any other media) Customer's music albums and other Customer Content, as well as Whole Story S.A.S., and other products or services of Company.
18.1 Governing Law. The Company develops and maintains Whole Story S.A.S., its website, and its other products and services from its corporate offices in the State of California, United States of America. The laws of the State of California, USA shall govern this Agreement for all purposes, without regard to the conflicts of laws principles thereof or the United Nations Convention on the International Sales of Goods. In the event of a dispute that cannot be amicably resolved by the parties, Customer agrees and hereby irrevocably submits all disputes arising under this Agreement and Whole Story S.A.S. to binding arbitration in Los Angeles, California before one arbitrator in arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. If the parties cannot agree on a single arbitrator, then the arbitrator shall be selected in accordance with JAMS rules. Judgment on the award may be entered in any court having jurisdiction. The prevailing party shall be entitled to the award of all reasonable dispute resolution costs and expenses, including court, arbitration, and attorneys' fees at any level of judicial or arbitral proceedings.
18.2 Remedies. Customer acknowledges and agrees that monetary damages may not be a sufficient remedy for unauthorized use of Whole Story S.A.S., any Create Music Group Material, or any other Company IP Assets, and therefore Customer and each User hereby agree that Company shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without Create Music Group posting a bond or proving lack of adequate remedy at law.
18.3 Notices. Notices to Company must be sent to the attention of Legal Notices at support@label-engine.com. Except as set forth in Section 16 of this Agreement ("Change in the Terms of this Agreement"), notices to a User may be sent by Company to the email address or any other contact address that Customer may have supplied at any time to Company. In addition, Company may broadcast notices or messages through Whole Story S.A.S. or through any Company website to inform each User of changes to Whole Story S.A.S. or this Agreement or other matters of importance, and such broadcasts shall constitute notice by Company to Customer at the time of sending. Regardless of the method of sending the notice, all notices sent to Customer by Company shall be deemed to be given and deemed to be effective as of the date sent or posted by Company.
18.4 Binding Effect; No Assignment by Users; Permissible Assignment by Company. This Agreement shall be binding upon and inure to the benefit of each party's respective successors and lawful assigns; provided, however, that Customer may not assign this Agreement, in whole or in part. Any purported assignment by Customer in violation of this Section shall be void. Company shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall insure to the benefit of and be enforceable by such successors and assigns.
18.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties concerning the subject matter of this Agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. Without limiting Company rights in Section 16 of this Agreement ("Change in the Terms of this Agreement"), Customer and each user agrees that this Agreement may not be altered, supplemented, or amended by any User without the prior written consent of the Company.
18.6 Enforcement. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Company, its agents, or employees, except upon an instrument in writing signed by an authorized employee of Company. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the remainder of the Agreement shall continue in effect.
18.7 Force Majeure. The Company shall not be liable for any delay or failure in performance, nor shall Company be deemed to be in default of any provision of this Agreement, due to any Force Majeure, which shall include without limitation acts of God, disease, earthquake, weather conditions, labor disputes, changes in law, regulation or government policy, terrorist acts, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, malicious or criminal acts of third parties, or other occurrences which are beyond the Company's reasonable control.
18.8 Contact Information. If you have any questions about this Agreement, or about Whole Story S.A.S., please email Whole Story S.A.S.. at support@whostry.com.
