Last Updated: June 2, 2015
Welcome to Magnifi™!
Opus Deli, Inc. d/b/a Magnifi™ (“Magnifi,” “we,” “us,” “our”) is a platform for any musician or performer over the age of 13 (and their authorized representatives) who is promoting their music and shows with Content (each individually an “Artist” and sometimes referred to as “you” or “your”). If you create an Artist Account on the Magnifi Platform, the following terms and conditions apply – so please READ THIS CAREFULLY!
Still reading? Great – here we go!
This Agreement will be effective from the moment you join Magnifi and create an Artist Account (or an Artist Account is created with permission by you or your authorized representative); will apply anytime you or your authorized representative accesses your Artist Account; and will continue until your Artist Account is cancelled. However, there are some provisions of this Agreement that will survive the cancellation of your Artist Account. If at any point you decide you do not agree with any of our rules or policies – please cancel your Artist Account and refrain from accessing the Platform.
We reserve the right to change, alter, replace or otherwise modify this Agreement at any time. The date of last modification is stated at the beginning of this Agreement. It is your responsibility to check this page from time to time for updates.
If you are an individual, company, organization or other entity (including, but not limited to, a musical group, artist manager, public relations firm, or marketing agent) (each a “Registering Entity”), and you are creating or using an Artist Account on our Platform on behalf of an Artist, then you represent and warrant that you are an authorized representative of that Registering Entity and of the Artist whose Artist Account you are creating or using, with the authority to bind such Registering Entity and Artist to this Agreement; and you agree to be bound by this Agreement on behalf of such Registering Entity and Artist.
2. Eligibility for Artist Accounts: Any Artist or their authorized representative can create a free Artist Account with Magnifi, so long as their use of the Platform does not violate any applicable laws, rules or regulations. Use of the Platform is void where prohibited.
By creating an Artist Account, you are warranting and representing that (1) you are either 18 years old or older, or if you are between 13 and 18 years old, that you are an emancipated minor or that your parent or legal guardian has reviewed this Agreement and has agreed to this Agreement on your behalf; (2) you are fully competent and have all the rights and authority to grant us all rights specified and to enter into all the terms and conditions of this Agreement; (3) your use of the Platform does not and will not violate any applicable laws, rules or regulations; (4) all registration information you submit is truthful and accurate; and (5) you will maintain the accuracy of your information on the Platform. Magnifi’s Platform is not intended for artists under the age of 13. If you are an artist under 13 years of age, please do not access or use our Platform.
Please note – your Magnifi Artist Account may be deactivated or deleted without warning if we believe in good faith that you’ve violated these any of these requirements.
3. “Content" and “Your Content” Defined: “Content” means any elements uploaded to our servers including all data, metadata, text, comments, posts, software, scripts, graphics, images, photos, sound recordings, musical compositions, song titles, song lyrics, videos, audio-visual combinations, interactive features, event information and any other materials that may be viewed, heard, accessed through or contributed to the Platform, in any medium now known or later invented. “Your Content” means Content that you upload, provide, post or submit to, on or through the Platform via your Artist Account or otherwise, or that is uploaded, provided, posted or submitted to, on or through the Platform by someone with your authorization.
5. Your Content Grant of Rights: By uploading or posting Your Content to the Platform (or authorizing such upload or posting), you initiate an automated process to transcode any audio Content and direct Magnifi to store Your Content on our servers, from where you may control and authorize the use, reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Content on the Platform and elsewhere.
You further grant us a non-exclusive, worldwide, royalty-free license to Use Your Content and your name, image, voice, likeness, biography and persona in conjunction with advertising, marketing, publicizing or promoting you, Your Content, your Artist Station, your Artist Profile, your performances, Magnifi, our Platform and our Affiliates, including, but not limited to, music venues and festivals. Accordingly, you hereby waive any rights to prior inspection or approval of any materials in connection with this Use, as well as any rights of privacy, publicity or any other rights of a similar nature in connection with this Use. That said, you should let us know immediately if you object to any Uses of Your Content on or through the Platform or in the promotion of the Platform. We will consider all reasonable requests to terminate any Use that you find objectionable, but we will have no liability to you for any Use authorized in this Agreement. “Affiliates” means our agents, partners, sponsors, advertisers, subsidiaries, affiliates, licensees, licensors, successors and assigns, and their respective employees, agents, directors, officers and/or shareholders.
The licenses granted in this section are granted separately with respect to each item of Your Content uploaded to the Platform. Licenses with respect to audio Content and any images or text within your Artist Account will (subject to the following) terminate automatically when you remove such Content from your Artist Account. Deleting audio Content from your Artist Account will automatically result in the deletion of the relevant files from Magnifi’s systems and servers. However, notwithstanding the foregoing, you hereby acknowledge and agree that once Your Content is distributed to a Third Party Site, Magnifi is not obligated to ensure deletion of Your Content from any servers or systems operated by the operators of any Third Party Site, or to require that any user of the Platform or any Third Party Site deletes any item of Your Content.
All of the rights granted herein by you are provided on a through-to-the-audience basis, meaning the owners or operators of Third Party Sites will not have any separate liability to you or any other third party for Your Content uploaded to, transmitted, reproduced, reposted from, publicly displayed or publicly performed through the Platform or such Third Party Sites, or otherwise made available to, on or through such Third Party Sites, as permitted through the functionality of the Platform.
You hereby grant us these licenses in consideration for your use of the Platform to promote yourself, Your Content, your Artist Station, your Artist Profile and your performances to listeners worldwide. You acknowledge that neither you nor others deriving rights from you will be otherwise compensated by us for the use of Your Content on our Platform. Furthermore, we make no guarantees that use of our Platform will be effective in increasing revenue or goodwill for you in any specific or measurable way.
6. Promotional Use of Your Content: Magnifi is a free, opt-in platform for Artists with promotional Content, and Your Content is used to promote you, your music and your upcoming performances. To be clear, you are granting Magnifi the non-exclusive, worldwide right to Use Your Content without any obligation to pay any royalties or license fees to anyone. This includes, without limitation, any sound recording copyright owner, any musical composition copyright owner, any performing rights organization (a “PRO”) representing musical compositions or sound recordings, any unions or guilds, and any engineers, producers, photographers or other participants involved in the creation of Your Content. If you are affiliated with a performing rights organization, you must have the legal right to grant Magnifi non-exclusive, worldwide, royalty-free performance rights in Your Content, and you must notify your PRO(s) that you’ve done this. If you fail to do so, you grant us the irrevocable right to present this Agreement to any inquiring PRO or other entity as proof of the grant of this non-exclusive, worldwide, royalty-free license. If it is later determined that you did not have the legal right to grant us non-exclusive, worldwide, royalty-free Use rights (including public performance and mechanical rights), you hereby agree to indemnify us and to bear all costs associated with the Use of Your Content (including the streaming performance of Your Content) on our Platform. You acknowledge that, per the Digital Millennium Copyright Act of 1998, this Agreement serves as a direct, non-exclusive license between you and us with regard to the public performance and reproduction of Your Content on the Platform.
7. Your Store: As an Artist Account holder, you may sell Your Content from your public-facing artist page on the Platform (your “Artist Profile”). To the extent you choose to sell Your Content on your Artist Profile, this is referred to as “Your Store”. Visitors to the Platform who are at least 13 years old and who purchase Your Content from Your Store are referred to as “Buyers.” All transactions will flow through your merchant account provider, such as but not limited to PayPal (your “Gateway Merchant”). We take no commission or fee for sales made in Your Store, and you are entitled to keep 100% of any revenue generated from Your Store, subject to any commissions or fees charged by your Gateway Merchant.
When a Buyer buys Your Content from Your Store, YOU ARE THE SELLER. Magnifi is not a payment processor, a Gateway Merchant or a banking or financial institution. We simply act on your behalf as an intermediary for the sole purpose of enabling you to complete sales using your own Gateway Merchant. You are solely responsible for managing and updating your own Gateway Merchant and bank accounts. We are not responsible for any present or future unavailability of any Gateway Merchant; nor do we offer technical support between you and your Gateway Merchant or your bank.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY ERROR OR DELAY ON THE PART OF ANY BANK OR GATEWAY MERCHANT WITH REGARD TO ANY TRANSACTION ORIGINATING ON OUR PLATFORM.
We have the right (and you agree to assist us when requested) to investigate any transaction processed through the Platform. You agree to pay any and all banking fees and fines assessed against you or us relating to your violation of this Agreement derived from transactions on Your Store. We will not be involved in resolving any dispute arising out of or related to any transaction.
IF A DISPUTE ARISES BETWEEN YOU AND A BUYER, YOU HEREBY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE AND ANY TRANSACTION BETWEEN YOU AND A BUYER.
You are solely responsible for paying all federal, state and local sales, use, value added, excise, duty and any other applicable taxes or license fees assessed with respect to your use of the Platform and the sale of Your Content on your Store. You are also responsible for maintaining accurate records regarding any sales on Your Store.
8. Your Mailing List: Your Artist Profile enables your fans to provide you with their email addresses if they so choose. You may only use fan emails you collect from Magnifi in “permission-based lists”, which are lists in which each person or entity on the list has explicitly granted their permission to receive emails or other communications from you, and each recipient of an email or other communication from you must be able to unsubscribe from future emails or other communications from you.
9. Metadata: You are responsible for inputting and maintaining accurate metadata for all Your Content. We have no obligation to review, edit or test any metadata. We reserve the right to suspend or terminate your access to the Platform or remove or edit any metadata associated with Your Content if your goods or services are described in a misleading, deceptive, offensive or false manner; or if any of your goods or services may violate any applicable law or infringe the rights of any person as determined by us in our sole discretion.
11. California Law: You understand and agree that Magnifi is solely based in California, USA, and that our Platform is comprised of passive Websites, Apps and Services that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement is governed by the internal substantive laws of the State of California, USA, without respect to its conflict of laws principles. Any claim or dispute between you and us that arises in whole or in part from your Artist Account or the Platform generally will be decided exclusively by a court of competent jurisdiction in Alameda County, California.