General

Welcome to the SECKIN FIKIR Artist Agreement (together with any and all applicable Addenda the "Agreement"), between you and SECKIN FIKIR (a division of Audio & Video Labs, Inc., along with our licensees and assignees collectively referred to in this Agreement as "us," "we," and "SECKIN FIKIR"). This Agreement contains the general terms and conditions under which SECKIN FIKIR offers the "Services" (as defined below). If you choose to utilize the Digital Download and Distribution Service (as defined below) or the Consignment Service (as defined below) or the "Sync Distribution Service" (as defined below) or any combination of such services, the Digital Download Addendum and/or the Consignment Service Addendum and/or the Sync Distribution Addendum (each an “Addendum” and collectively the “Addenda”) will apply as applicable. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by SECKIN FIKIR (whether by upload to the SECKIN FIKIR website (https://www.flymedia.app/members) (the "Website") or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to SECKIN FIKIR, constitutes your agreement to and acceptance of this Agreement and any applicable Addendum. THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICK “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW. We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and SECKIN FIKIR that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes. YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH SECKIN FIKIR FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.. 1. Terms of Service: This Agreement is incorporated into and subject to the Terms of Service (https://www.flymedia.app/members/privacy) ("TOS"). All initially-capitalized terms not defined in this Agreement are defined in the TOS. 2. Authorization: You hereby appoint us as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the non-exclusive right, during the "Term" (as defined below) and throughout the “Authorized Territory” (as defined below), to: (a) Reproduce and create derivative works of Your Content (including any Physical Product) by creating video files that embody Your Content and elements thereof and authorizing our Licensees to do the same (hereinafter referred to as “Art Tracks”), converting Your Content into Digital Masters, including full-length versions of sound recordings (“Clips”) that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content in new Physical Product; (b) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and Clips, by means of digital audio transmissions (on an interactive or noninteractive basis) through the Website, a Licensee website, or via a SECKIN FIKIR Widget you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale or distribution and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to Your Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content; (iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.); (c) Distribute Your Content in accordance with any applicable Addendum; (d) Place or embed Your Content in magazines, web sites, SECKIN FIKIR advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the SECKIN FIKIR Service; (e) Use and distribute Copyright Management Information as embodied in a Digital Master of Your Content; (f) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement; (g) Reproduce, distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content, commonly known as a “podcast;” and (h) Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum. 3. Term: The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”), which notice, if sent by (a)SECKIN FIKIR, may be sent to you at the last e-mail address you provided to SECKIN FIKIR and (b)you to SECKIN FIKIR, must be sent only to the following e‑mail address: info@seckinfikir.com with the following information: (a)your username; (b)the e‑mail address associated with your Account; (c)all album titles for which you are requesting termination; and (d)which Services you are terminating (e.g., Physical Distribution, Digital Distribution, and/or Sync Distribution). Any termination notice provided by you pursuant to this section shall be permanent and irreversible. Notwithstanding anything to the contrary herein, SECKIN FIKIR may at any time in its sole discretion, with or without notice to you: (i)suspend or limit your access to or your use of the Services and/or (ii)suspend or limit your access to your Account (as defined in Section11(a)). 4. Payments to You: (a) Pricing the Sale of Your Content. Except as otherwise set forth in an Addendum, you will have the discretion to set the pricing for the sale of Your Content on the Website. Notwithstanding the foregoing, SECKIN FIKIR and its distributors and partners may set pricing differently for third-party websites than for the Website, including, by way of example and not limitation, to cover additional costs or to provide discounts for promotions. SECKIN FIKIR reserves the sole and exclusive right to set the pricing for any digital audio transmissions of Your Content, whether on an interactive or non-interactive basis, provided that Your Content will be priced the same as all other content on the Service licensed by SECKIN FIKIR for interactive or non-interactive digital audio transmissions. You will also be subject to additional set up fees and charges as more fully explained on the Website, including, but not limited to, fees for SECKIN FIKIR’s administering mechanical royalties for the reproduction and distribution of musical works (as applicable), as such fees and charges may be updated by SECKIN FIKIR from time to time, and you are responsible for reviewing those fees and charges. Your acceptance of this Agreement is an acceptance of the SECKIN FIKIR fees and charges, which are available here: https://flymedia.app/members/). (b) Licensee Records. SECKIN FIKIR, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to SECKIN FIKIR as true and complete. SECKIN FIKIR shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees. (c) Offsets. You hereby authorize SECKIN FIKIR to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to seckinfikir, whether under an indemnification provision or for costs, expenses, and deductions authorized in this Agreement. (d) Recordkeeping; Audits. We will maintain books and records which report the sale or other licensed uses of Your Content. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of Your Content, as provided in this Section4(d), only. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30)-days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time-based basis). We may postpone the commencement of your CPA’s examination by notice given to you not later than five (5) days before the commencement date specified in your notice. In the event of any postponement initiated by us, the running of the time within which the examination may be made will be suspended during the postponement. If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7)‑day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of Your Content for which SECKIN FIKIR has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published or shared with any other person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express written permission. (e) Objections to Accountings. If you have any objections to a SECKIN FIKIR accounting statement made available to you, you agree that you shall give us specific notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within eighteen (18) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that eighteen (18)‑month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within forty-five (45) days of the delivery of your CPA’s audit report, unless objected to in writing by SECKIN FIKIR, in which case any payments due shall be postponed pending the resolution of the audit dispute. A late fee of one-half percent (0.5%) shall be due for underpaid royalties. Unless otherwise prohibited by law, you will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that eighteen (18)-month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the amount of royalties due for the accounting periods concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing, plus interest at the rate of one-half percent (0.5%) per month. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements. (f) Affiliation with Other Performing Rights Organizations for Royalties. Nothing contained in this Agreement shall prohibit you from affiliating with any PRO for the receipt of royalty payments for the public performance or communication to the public of your sound recordings or musical works made by a third party, excluding only public performances or communications to the public of sound recordings or musical works made by SECKIN FIKIR pursuant to the Authorizations set forth in Section2 of this Agreement. (g) Tax Information. SECKIN FIKIR will use its reasonable efforts to collect sales and other taxes owed on the sale of Your Content (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with the sale or distribution of Your Content pursuant to this Agreement, and you hereby indemnify SECKIN FIKIR for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by SECKIN FIKIR. 5. Your Obligations: (a) You, or a licensee acting on your behalf (e.g., a company such as Easy Song Licensing), will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i)any royalties and other sums due to artists (featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content [Please see the information at https://www.flymedia.app/members with regard to publishing issues.], (iii)all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so‑called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content. (b) Parental Advisory Labeling. You will be responsible for complying with the Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards, as applicable, for so long as you use the Services. Information about the RIAA PAL Program is available here: http://www.riaa.com/resources-learning/parental-advisory-label/ 6. Right to Withdraw Material; Termination of Authorizations to Licensees You have the right, at any time during the Term, to withdraw the authorizations set forth in Section2 above and the applicable Addenda, for the sale or other uses of all or any portion of Your Content, upon written notice to us (a “Withdrawal Notice”) or to terminate this Agreement pursuant to Section3 of this Agreement (a “Termination Notice”). Upon receipt of a Withdrawal Notice with respect to any of Your Content or a Termination Notice with respect to all of Your Content, we will promptly remove those elements of Your Content covered by such Withdrawal Notice or Termination Notice, as the case may be, from the Website (and in no event more than five (5) business days following receipt of a Withdrawal Notice or Termination Notice), and shall, within five (5) business days following our receipt of a Withdrawal Notice or Termination Notice, advise our Licensees via a “Takedown Notice” that they are no longer authorized to sell or offer for any other use those elements of Your Content covered by such Takedown Notice. Your submission of a Withdrawal Notice or Termination Notice shall not in any way limit the authorizations granted to us or any Licensees prior to the implementation of your Withdrawal Notice or Termination Notice, and will not limit in any way the rights of end users who have acquired Your Content. SECKIN FIKIR is not responsible for, and has no liability for, any delays of our Licensees in removing Your Content from any websites or services owned or operated by such Licensees. You shall remain solely responsible for enforcing the removal of Your Content from our Licensees’ websites and services in the event such Licensees fail to remove Your Content following receipt of a Takedown Notice or following the termination of any rights granted to such Licensees by SECKIN FIKIR; provided, however, that SECKIN FIKIR may, in its sole and absolute discretion, continue to assist you to effectuate the removal of Your Content from Licensees’ websites and services. SECKIN FIKIR may, but need not, provide you with notice in the event SECKIN FIKIR terminates or allows to expire any authorizations previously granted to a Licensee for the distribution of Your Content. Nothing in this Agreement shall limit any remedies you may have at law or in equity against any Licensee that is using Your Content in violation of the terms of any license granted to such Licensee by you or SECKIN FIKIR. 7. Names and Likenesses; Promotional Use and Opportunities: (a) Name and Likeness of Artists and Songwriters. You hereby grant to SECKIN FIKIR during the Term the right to use and to authorize our Licensees to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings or audiovisual works, in any marketing materials for the sale, promotion, and advertising of Your Content, which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of Your Content). (b) Promotion.You hereby grant to us and our Licensees the right to market, promote, and advertise Your Content as available for purchase or license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion. (c) Customer Information. SECKIN FIKIR may, from time to time, provide you with information relating to customers that purchase Your Content, subject to our privacy policy and the preferences of our customers. You may only use, and disclose this information to a third party, for your internal record keeping purposes. You may not disclose any of this information to a third party or use it for any other purpose. In all events, you will comply with the terms of SECKIN FIKIR’s privacy policy https://www.flymedia.app/members/privacy in connection with the customer data provided under this Agreement. 8. Ownership: (a) Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title, and interest in and to (a)Your Content, (b)the Digital Masters, (c)the Clips, (d)the Physical Product (if applicable), (e)all copyrights and equivalent rights embodied therein, and (f)all materials furnished by you, will be yours. 9. Modification, Termination and Effect of Termination: (a) Modification of Agreement. We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. Notice of any material change will be sent to you by electronic mail at least fifteen (15) days prior to its effective date. If the e-mail you have provided to us is no longer functioning, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement. The most recent date of this Agreement shall be identified on the first page hereof. In the event that you do not consent to any such proposed changes in the Agreement, your sole recourse shall be to terminate this Agreement by notice to us, and your failure to submit a Termination Notice within fifteen (15) days of the date of our notice to you shall constitute your acceptance of such changes to the extent Your Content is still available through the Services. To terminate your Agreement, you must send a Termination Notice to info@seckinfikir.com and include in the subject line of your e-mail “Termination of Artist Agreement.” (b) Consequences of Termination. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of your termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination, including, but not limited to, the Indemnification, Disclaimers, Limitation of Liability; Basis of the Bargain, and General Provisions. 10. Monitoring of Your Content; Removal of Content from Website: (a) Monitoring. SECKIN FIKIR does not control Your Content and does not have any obligation to monitor Your Content for any purpose. SECKIN FIKIR may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so SECKIN FIKIR assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artist’s content or artwork. (b) Right of Removal. SECKIN FIKIR reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Website if such content: (i)is patently offensive, pornographic or defamatory; (ii)is the subject of a dispute between you or us and a third party; (iii)is content to which you cannot document your rights therein upon SECKIN FIKIR’s request; (iv)violates the intellectual property rights or other protected interests of a third party; (v)is the subject of a takedown notice by a party claiming to own the rights therein, or (vi)is the subject of any fraudulent activity, or for any other reason in SECKIN FIKIR’s sole and absolute judgment is necessary to protect the business interests of SECKIN FIKIR and any of its business partners or Licensees. SECKIN FIKIR may also remove Your Content from the Website if you are abusive or rude or provide false or intentionally misleading information to any SECKIN FIKIR employees or agents. SECKIN FIKIR shall have no liability to you for the removal of any of Your Content from the Website or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making Your Content available via the Website or through Licensees. The removal of any of Your Content shall not relieve SECKIN FIKIR of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content. (c) No Termination Due to Removal. This Agreement shall not be terminated automatically by SECKIN FIKIR’s removal of Your Content from the Website or Licensee’s websites or services. In order for you to terminate this Agreement following the removal of any of Your Content, you must send SECKIN FIKIR a Termination Notice. 11. Account Information; Disclosures: (a) Your Account Information. In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to SECKIN FIKIR upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and up‑to-date at all times during the Term of this Agreement. (b) Password. As a registered user of the Services you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify SECKIN FIKIR by e-mail to info@seckinfikir.com. You will be solely responsible for the losses incurred by SECKIN FIKIR and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying SECKIN FIKIR that your Account has been compromised. (c) Disclosure of Information. You acknowledge, consent, and agree that SECKIN FIKIR may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i)comply with legal process; (ii)enforce this Agreement; (iii)respond to a claim that any of Your Content violates the rights of third parties; (iv)to respond to your requests for customer service; or (v)to protect the rights, business interests, property or personal safety of SECKIN FIKIR and its employees and users, and the public. 12. Prohibited Use of the Website and Licensee Websites and Services: (a) You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage SECKIN FIKIR, its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following: (b) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended; (c) Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to upload Your Content to the Website; (d) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website; (e) Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties; (f) Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information; (g) Create a false identity or impersonate another for the purpose of misleading others as to your identity, including, but not limited to, providing misleading information to any feedback system employed by SECKIN FIKIR; (h) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs; (i) Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers; (j) Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or (k) Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations. 13. Availability of Services: SECKIN FIKIR may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Website, at any time and without notice and without liability to you. The features, media, content, products, software or services available on and through the Website may be out of date, and SECKIN FIKIR makes no commitment to update any aspect of the Website. SECKIN FIKIR makes no representations and warranties with respect to availability of the Website and may discontinue the Service at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of Your Content uploaded to the Website or otherwise delivered to SECKIN FIKIR as Physical Product. 14. Additional Representations and Warranties: (a) Mutual Representations and Warranties. Each party represents and warrants to the other that it: (i) is authorized to enter into this Agreement on the terms and conditions set forth herein. (ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement. (iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance. (b) Representations and Warranties by You. You represent and warrant to SECKIN FIKIR that: (i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to SECKIN FIKIR that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement. (ii) you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual\'s identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement. (iii) the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights. (iv) to the extent you are the songwriter of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a co‑writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of Your Content, including as Clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by SECKIN FIKIR or its Licensees. (v) you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings. 15. No Representations and Warranties With Respect to Sales and Distributions: SECKIN FIKIR makes no guarantees regarding the minimum number of unit sales or uses of Your Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter into with SECKIN FIKIR for the sale, distribution or licensed use of Your Content, including by paying the royalties they owe us for the distribution of Your Content. If a Licensee refuses to pay us for the use of Your Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any sale, distribution or licensed use of Your Content if such third party fails or refuses to pay such amounts to SECKIN FIKIR upon SECKIN FIKIR\'s request. 16. Indemnification: (a) Indemnification. You hereby agree to indemnify, defend, and hold SECKIN FIKIR harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, any Claims made by a PRO or music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section. (b) Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by SECKIN FIKIR or imposes any conditions or obligations on SECKIN FIKIR other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to us. If we, in our reasonable and good faith judgment conclude that you are not capable of defending your or our interests against any Claims, then we shall have the option to control the defense in any matter or litigation through counsel of our own choosing to defend against any such Claim for which you owe SECKIN FIKIR an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense. 17. Disclaimers: (a) THE WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. (b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SECKIN FIKIR AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SECKIN FIKIR OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SECKIN FIKIR AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY SECKIN FIKIR, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. 18. Limitation of Liability; Basis of the Bargain: (a) SECKIN FIKIR SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. SECKIN FIKIR SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY SECKIN FIKIR OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH SECKIN FIKIR OR OTHERWISE. SECKIN FIKIR’S TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY SECKIN FIKIR FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST SECKIN FIKIR. (b) APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SECKIN FIKIR, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SECKIN FIKIR, SECKIN FIKIR\'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT SECKIN FIKIR WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY. 19. Dispute Resolution: (a) Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND SECKIN FIKIR AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration. (b) Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to SECKIN FIKIR, to you via any other method available to SECKIN FIKIR, including via e-mail. The Notice to SECKIN FIKIR should be addressed to: [SECKIN FIKIR / ATTN: FOUNDER SECKIN SEFA DURASI / HQ: 8 The Green, STE A Suite #6871 Dover, 19901 Delaware - US (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and SECKIN FIKIR do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or SECKIN FIKIR may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against SECKIN FIKIR, then SECKIN FIKIR will promptly reimburse you for your confirmed payment of the filing fee upon SECKIN FIKIR receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee. (c) Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and SECKIN FIKIR agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. (d) No Class Actions. YOU AND SECKIN FIKIR AGREE THAT YOU AND SECKIN FIKIR MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID. (e) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of California in conducting the arbitration. You acknowledge that this Agreement and your use of the Services and the Website evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement. (f) Applicable Law. This Agreement and your use of the Services and the Website shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and SECKIN FIKIR under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon, and you and SECKIN FIKIR hereby submit to the personal jurisdiction and venue of these courts. (g) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which SECKIN FIKIR seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by SECKIN FIKIR or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against SECKIN FIKIR, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement. (h) Claims. You and SECKIN FIKIR agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred. (i) Improperly Filed Claims. All claims you bring against SECKIN FIKIR must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, SECKIN FIKIR may recover attorneys’ fees and costs up to $5,000, provided that SECKIN FIKIR has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim. 20. General Provisions: (a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and SECKIN FIKIR, and SECKIN FIKIR shall not have a fiduciary obligation to you as a result of your entering into this Agreement. (b) Entire Agreement. This Agreement together with the TOS contains the entire understanding of the parties relating to the subject matter hereof. This Agreement (including all Addenda) supersedes all previous agreements or arrangements between you and SECKIN FIKIR pertaining to the Services, provided that if you previously entered into a digital distribution or consignment agreement with us in the past, and elected any options specifying or limiting the scope of the distribution of Your Content, the limitations and authorizations with respect to the distribution of Your Content shall remain in place under this Agreement and the applicable Addendum. This Agreement cannot be changed or modified except as provided herein. (c) Waiver; Severability. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties. (d) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties. (e) Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with SECKIN FIKIR, or as properly updated, or, in the absence of a valid electronic mail address, via any other method SECKIN FIKIR may elect in its sole discretion, including, but not limited to, via posting on the Website. (f) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed in California, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in the TOS. (g) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity. (h) Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. (i) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (j) Assignment. SECKIN FIKIR may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining SECKIN FIKIR’s prior written consent. 21. Certain Definitions: The following capitalized terms shall have the following meanings for purposes of this Agreement: (a) Authorized Territory” means the universe, or more limited territories, to the extent so limited by you, during the SECKIN FIKIR registration process. (b) “SECKIN FIKIR Widget” means a (i) software application available on the Website that you or someone authorized to act on your behalf may embed on third-party websites, (ii) link, code, script or any other software or instruction that you or someone authorized to act on your behalf may embed or place on a third-party website, including, but not limited to, social media websites such as Facebook, that permits a user of such third-party website to access content hosted and/or streamed from servers owned or controlled by or on behalf of SECKIN FIKIR, including Your Content, or (iii) standalone software available for use on mobile devices, smartphones (e.g., iPhones, members phones), tablet computers (e.g., iPads), set-top boxes, and other hardware now known or hereafter developed (collectively, "Hardware"), that facilitates or enables the public performance, communication to the public or other transmission of Your Content via the Internet or any other transmission medium through such third-party websites or on or through any Hardware. The SECKIN FIKIR Widget may provide access to all of Your Content or give you the ability to control which of Your Content is available through third-party websites, as SECKIN FIKIR may choose in its sole discretion. (c) “Consignment Service” means the service that enables you to market and have sold Physical Products via the Website and/or through SECKIN FIKIR’s partners (e.g. distributors, retailers) https://flymedia.app/members/ on a consignment basis following your delivery of Your Content to SECKIN FIKIR as Physical Product. (d) “Copyright Management Information” means the digital information conveying information regarding a Digital Master, including, by way of example and not limitation, the title of the applicable album, the name of the song, the ISRC code, the marketing label, and the record company name. (e) “Digital Download and Distribution Service” means the online services operated by SECKIN FIKIR for the sale, distribution or licensing of Your Content and other content through the Website or through websites and services operated by or on behalf of Licensees. (f) “Digital Master” or “Digital Masters” means a copy or copies of Your Content in digital form, whether created by you or SECKIN FIKIR. (g) “Digital Performance Rights” means the rights to perform a copyrighted work publicly by means of a digital audio transmission. (h) “Digital Performance Rights Administration Service” means the service that enables SECKIN FIKIR to administer and manage your Digital Performance Rights and to collect on your behalf monies derived from the exploitation of the Digital Performance Rights in the sound recordings you have submitted to SECKIN FIKIR. (i) “Licensee” means any third party licensee that we may authorize to carry out the marketing, distribution, licensing, and sale or other use of Your Content pursuant to the terms of this Agreement, including, by way of example and not limitation, Apple iTunes, MediaNet, Rhapsody, online streaming services (e.g., webcasters), and others that SECKIN FIKIR may chose in its sole and absolute discretion. (j) “Physical Product” means Your Content as fixed in physical product such as CDs, DVDs, LPs, etc. (k) “Service” means either, any combination, or all of the Digital Download and Distribution Service, the Consignment Service, and the Sync Distribution Service. (l) “Sync Distribution Service” means the service that enables you to have Your Content made available for synchronization and other licensing. (m) “Threshold Amount” means the dollar amount set by you initially upon your registration with SECKIN FIKIR, or as subsequently modified by you, which amount shall in no event be less than $10. (n) “Your Content” means sound recordings, video content (i.e., audiovisual works), and the musical works embodied in such sound recordings and video content, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings and video content that you have provided to SECKIN FIKIR, either by digital upload to the Website or by delivery of Physical Product, either directly or via a third party acting on your behalf. Any such sound recordings and video content (and the musical works embodied therein), artwork, photos, liner notes, metadata, or other material provided by you to SECKIN FIKIR, must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized under this Agreement. For the avoidance of doubt, Your Content encompasses each sound recording and the musical work (i.e., the notes and lyrics) embodied in each sound recording. CONSIGNMENT SERVICES ADDENDUM Welcome to the SECKIN FIKIR Consignment Services Addendum between you and SECKIN FIKIR. This Consignment Services Addendum is part of and incorporates the terms of the SECKIN FIKIR Artist Agreement, and contains additional terms and conditions under which SECKIN FIKIR offers the Consignment Service. By electing to use the Consignment Services, you are subject to the terms and conditions of this Consignment Services Addendum and the SECKIN FIKIR Artist Agreement. 1. Additional Grant: In addition to the rights granted in the SECKIN FIKIR Artist Agreement, you hereby grant to us and our Licensees, the non-exclusive right, during the Term and throughout the Authorized Territory, to: (a) Promote, sell, distribute, and deliver Your Content as Physical Product to purchasers and resellers who may use such Physical Products; (b) Reproduce Your Content in Physical Product and as Clips; (c) Publicly perform, communicate to the public, and distribute Your Content, including as Clips, to promote the sale and distribution of your Physical Product, including as embodied in a podcast; and (d) Reproduce and publicly display any visual elements of Your Content (e.g., album cover artwork, images, etc.) received in Physical Product in digital form in connection with the promotion, advertisement, sale, and distribution of Your Content as embodied in Physical Product. 2. Consignment Services: (a) Delivery of Your Content and/or Physical Product. You will ship or deliver to SECKIN FIKIR all of Your Content that you want to use with the Consignment Service in accordance with the applicable instructions on the Website. You must also ship or deliver all materials required to package and market any of your Products (e.g., CD inserts, album artwork, etc.). SECKIN FIKIR may, in its sole and exclusive discretion, determine whether all or any portion of Your Content complies with such instructions and is satisfactory for use with the Consignment Service. (b) Costs of Creation and Delivery. You will be solely responsible for the creation of Your Content that you ship or deliver to SECKIN FIKIR and for all Physical Product that is held on consignment by SECKIN FIKIR on your behalf, and will pay all costs associated with its creation and any copies made there from by you or on your behalf. Without limitation to the preceding sentence, you will be responsible for all shipping and handling charges and insurance on the Physical Product during shipment and delivery to SECKIN FIKIR. (c) Maintaining and Returning Stock. SECKIN FIKIR reserves the right to charge a fee to store any Physical Product you send to us in excess of any amounts we request. We reserve the right to return Physical Product to you from time to time, at your sole expense, as deemed appropriate by SECKIN FIKIR in our sole discretion. Additionally, for Physical Product that has not sold for a period of 12 months, we reserve the right to charge you a storage fee for the continued storage of such Physical Product. SECKIN FIKIR will notify you of its intent to return any Physical Product to you or to charge you a storage fee as authorized herein, as applicable. Any charges or fees that SECKIN FIKIR is authorized to pass on to you pursuant to this paragraph may be debited against any amounts that SECKIN FIKIR otherwise owes to you. If you do not respond to any return notice from SECKIN FIKIR within 21 days of the date of the request, or if SECKIN FIKIR’s attempt to return Physical Product to you is unsuccessful because of an inaccurate email or physical address on file with us, then SECKIN FIKIR shall have the right to recycle, destroy or discard the Physical Product without any compensation or liability to you. SECKIN FIKIR will contact you at the current e‑mail address on file to notify you of the exhaustion of Product stock on hand and request additional shipments. You agree to comply with minimum stock levels for the Product as established by SECKIN FIKIR from time to time. (d) Customer Returns. Customer returns sent to SECKIN FIKIR in new condition will be restocked, debited from your sales, and added back to active inventory. Any returned Physical Product that is defective or damaged will not be restocked, will be debited from your sales, and will be returned to you or recycled or destroyed, at SECKIN FIKIR’s discretion. (e) Insurance. You acknowledge and agree that SECKIN FIKIR does not carry insurance relating to Physical Product stored by SECKIN FIKIR under this Agreement, and SECKIN FIKIR shall have no responsibility or liability for any damage, destruction, loss or other impairment of any of Your Content absent SECKIN FIKIR’s gross negligence or intentional misconduct. If you desire for the Your Content when embodied in Physical Product to be insured, then you must obtain such insurance at your expense. 3. Pricing: You may set the price of and discounts for Your Content as embodied in Physical Product, provided that your price, including any discount, must exceed Four Dollars ($4.00) per unit of Physical Product (the “SECKIN FIKIR Minimum”). 4. Payment for Physical Product Sales: For each sale of your Physical Product through the Website (or sold by SECKIN FIKIR through its distributors), SECKIN FIKIR will subtract Sales Tax, the SECKIN FIKIR Minimum, and such other fees as may be listed on the Website for shipping, handling, and processing (for a listing of fees click here https://flymedia.app/members/) from the aggregate amounts collected from customers and distributors, and remit to you any remaining amounts. SECKIN FIKIR will use commercially reasonable efforts to make a payment to you (by check or electronic transfer) for Physical Product sales no later than 15 days after amounts were actually received by SECKIN FIKIR and your Threshold Amount has been met. The default Threshold Amount is $25 and can be changed at any time as long as it equals or exceeds the Minimum Threshold of $10. You may withdraw funds by physical check for a charge of $2.00 USD per check withdrawal to cover processing fees. If a check is not redeemed after 180 days from the date it was issued, the funds (minus the fee) will be returned to your Account. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to SECKIN FIKIR as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address. Funds may also be requested in the form of a direct deposit (ACH), which will incur a fee of $2.50 for bank accounts located outside of the United States; direct deposits to US based bank accounts are free of charge. Refer to our Help Center for a complete list of eligible countries. Additional fees for returned direct deposit (ACH) transactions will be your responsibility. Funds may also be requested in the form of a PayPal payment, which will incur a processing fee of $2.00 USD per transaction. The current schedule of fees can be found in our Help Center. DIGITAL DISTRIBUTION ADDENDUM Welcome to the SECKIN FIKIR Digital Distribution Addendum between you and SECKIN FIKIR. This Digital Distribution Addendum is part of and incorporates the terms of the SECKIN FIKIR Artist Agreement, and contains additional terms and conditions under which SECKIN FIKIR offers the Digital Download and Distribution Service and the Digital Performance Rights Administration Service. 1. Additional Authorization: While selling Your Content on the Website is non-exclusive (meaning you have the right to sell your music and videos directly), the rights granted by you to us under this Digital Distribution Addendum are exclusive with respect to serving as your authorized representative for distributing Your Content to third party distributors for online redistribution, because online retailers (e.g., iTunes, Amazon, etc.) will refuse content that may be delivered by multiple parties. The rights granted are also exclusive as to acting as your collection agent with respect to royalties owed to you as the sound recording copyright owner by third party licensing organizations (such as Sound Exchange) for the exploitation of your Digital Performance Rights under the compulsory license ("Digital Performance Royalties"). However, you may opt out of our collection of such Digital Performance Royalties as described in Section 3 below. 2. Additional Grant: In addition to the rights granted in the SECKIN FIKIR Artist Agreement, You hereby grant to us the exclusive right (as explained below), and to our Licensees the non-exclusive right, during the Term and throughout the Authorized Territory, to: (a) Reproduce, promote, sell, distribute, and deliver Your Content and Art Tracks as Digital Masters to purchasers and resellers who may use such Digital Masters in accordance with usage rules approved by us and pursuant to any limitations imposed by your distribution preferences (e.g., only Digital Master Sales); (b) Use and authorize others to license the use and sale of Your Content and Art Tracks in connection with all manner of phone services, such as, but not limited to, sales or licenses of Your Content as downloads (including, without limitation, downloads to cell phones) and for use as ringtones (including mastertones) and ringback tones; (c) Use so‑called “kiosks” to reproduce, distribute, market, and promote Your Content, including, without limitation, by allowing the burning of compact disc and DVD copies of any of Your Content (to the extent not expressly prohibited by you) or by allowing a copy of Your Content to be transferred to digital storage devices, including smartphones and other handheld devices (e.g., iPods, USB drives, etc.); (d) Use and authorize others to allow copies of Your Content to be distributed as so-called “conditional” downloads, whether tethered to a device, time limited, play limited or otherwise; (e) “Stream” and authorize others to “stream” Your Content on-demand as part of an Internet radio service, on a multi-channel video programming distribution service, or via any other interactive distribution platform or technology, whether now known or hereafter developed, or as part of a non-interactive service; and (f) Reproduce, distribute, and publicly display visual elements of Your Content (e.g., album cover artwork, images, etc.) in connection with the promotion, advertisement, sale, and distribution of Your Content. (g) Create and authorize others to create fingerprints of Your Content for purposes of audio recognition, which shall remain the property of SECKIN FIKIR and/or its third party partners; and (h) Use and authorize others to license the use of any album related artwork, photos, liner notes, metadata and other material related to, but not including, your sound recordings and video content that you have provided to SECKIN FIKIR in perpetuity. 3. Digital Performance Rights Administration Services: In addition, you hereby grant to us the sole and exclusive rights throughout the Authorized Territory to administer, promote and manage your Digital Performance Rights in the sound recordings you submit to SECKIN FIKIR (the "Sound Recordings"), including without limitation the sublicensable right to: (a) Register, on your behalf, with SoundExchange and other similar organizations and licensing agencies which collect Digital Performance Royalties and for which SECKIN FIKIR may offer such registration services (the "Third-Party Registrations") unless you opt out of as described below; (b) Collect, on your behalf, all Digital Performance Royalties unless you opt out of as describe below, and other amounts owed to you for the exercise and exploitation of your Digital Performance Rights in the Sound Recordings (c) Otherwise exercise and exploit, and allow others to exercise and exploit, your Digital Performance Rights in any manner or media, whether interactive or non-interactive, including digitally performing and licensing others to digitally perform the Sound Recordings publicly or privately, for profit or otherwise, by any means or media whatsoever, whether now known or hereafter conceived or developed. If you do not want SECKIN FIKIR to collect Digital Performance Royalties from, or register with, Sound Exchange (or any other similar licensing agencies) on your behalf, you may opt out of such collection and registration by: 1) emailing us at info@seckinfikir.com; or 2) opting out from your SECKIN FIKIR members Dashboard (as of December 10, 2014). 4. Payments to You: (a) Wholesale rates. For digital content resold through our Licensees (including, by way of example and not limitation, iTunes, Amazon.com, eMusic, Rhapsody, and other partners), we will pay you an amount equal to ninety-one percent (91%) of the net wholesale price actually received by us from our Licensees for the sale or other licensed uses of your Digital Masters (the “License Fee”) net of Sales Tax. Distribution fees owed to SECKIN FIKIR by any entity with whom SECKIN FIKIR has entered into a contractual relationship that are not received or collected by SECKIN FIKIR (e.g., as a result of the other party’s failure to perform under a contract) are not included within the calculation set forth in this Section4(a). (b) Retail Sales Rates. For digital content sold directly through our Website, we will pay you an amount equal to ninety-one percent (91%) of the retail price actually received from a customer for the sale or other licensed use of Your Content net of Sales Tax. For a listing of all current fees, visit https://flymedia.app/members/. Retail sales fees owed to SECKIN FIKIR by any entity with whom SECKIN FIKIR has entered into a contractual relationship that are not received or collected (e.g., as a result of charge backs, breach of contract, failure to pay, etc.) are not included within the calculation set forth in this Section4(b). (c) Digital Performance Rights. We will pay you an amount equal to ninety-one percent (91%) of the Digital Performance Royalties and other amounts actually collected by us on your behalf in connection with your Digital Performance Rights, and we will retain the remaining nine percent (9 %) as our fee for the Digital Performance Rights Administration Services. If we incur any out-of pocket expenses, costs or fees in connection with the collection or distribution of such Digital Performance Royalties or the management or administration of your Digital Performance Rights,, we may deduct such amounts from the amounts payable to you. (d) Payment Terms. We will attempt to provide you with accounting details on a daily basis in the secure members’ login area at https://flymedia.app/members, but we shall not be deemed in breach of this Addendum for failure to provide you with such information on a daily basis. We will use commercially reasonable efforts to provide you with payments for digital distribution (including for Digital Performance Rights) (by check or electronic transfer) within seven (7) business days from the date that your Account balance exceeds the Threshold Amount. You may withdraw funds by physical check for a charge of $2.00 USD per check withdrawal to cover processing fees. If a check is not redeemed after 180 days from the date it was issued, the funds (minus the fee) will be returned to your Account. Funds may also be requested in the form of a direct deposit (ACH), which will incur a fee of $2.50 for bank accounts located outside of the United States; direct deposits to US based bank accounts are free of charge. Refer to our Help Center for a complete list of eligible countries. Additional fees for returned direct deposit (ACH) transactions will be your responsibility. Funds may also be requested in the form of a PayPal payment, which will incur a processing fee of $2.00 USD per transaction. The current schedule of fees can be found in our Help Center. Such payment shall constitute full and adequate consideration for all rights granted, and all obligations undertaken, by you in this Agreement. All accountings rendered and payments made by SECKIN FIKIR to you shall be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to SECKIN FIKIR within one (1) year from the date rendered. Statements and payments shall be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) shall be deemed a valid objection.

Terms & Conditions

By downloading or using the app, these terms will automatically apply to you – you should make sure therefore that you read them carefully before using the app. You’re not allowed to copy, or modify the app, any part of the app, or our trademarks in any way. You’re not allowed to attempt to extract the source code of the app, and you also shouldn’t try to translate the app into other languages, or make derivative versions. The app itself, and all the trade marks, copyright, database rights and other intellectual property rights related to it, still belong to Seckin Fikir Inc..

Seckin Fikir Inc. is committed to ensuring that the app is as useful and efficient as possible. For that reason, we reserve the right to make changes to the app or to charge for its services, at any time and for any reason. We will never charge you for the app or its services without making it very clear to you exactly what you’re paying for.

This app stores and processes personal data that you have provided to us, in order to provide our Service. It’s your responsibility to keep your phone and access to the app secure. We therefore recommend that you do not jailbreak or root your phone, which is the process of removing software restrictions and limitations imposed by the official operating system of your device. It could make your phone vulnerable to malware/viruses/malicious programs, compromise your phone’s security features and it could mean that This app won’t work properly or at all.

The app does use third party services that declare their own Terms and Conditions.

Link to Terms and Conditions of third party service providers used by the app

You should be aware that there are certain things that Seckin Fikir Inc. will not take responsibility for. Certain functions of the app will require the app to have an active internet connection. The connection can be Wi-Fi, or provided by your mobile network provider, but Seckin Fikir Inc. cannot take responsibility for the app not working at full functionality if you don’t have access to Wi-Fi, and you don’t have any of your data allowance left.

If you’re using the app outside of an area with Wi-Fi, you should remember that your terms of the agreement with your mobile network provider will still apply. As a result, you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing the app, or other third party charges. In using the app, you’re accepting responsibility for any such charges, including roaming data charges if you use the app outside of your home territory (i.e. region or country) without turning off data roaming. If you are not the bill payer for the device on which you’re using the app, please be aware that we assume that you have received permission from the bill payer for using the app.

Along the same lines, Seckin Fikir Inc. cannot always take responsibility for the way you use the app i.e. You need to make sure that your device stays charged – if it runs out of battery and you can’t turn it on to avail the Service, Seckin Fikir Inc. cannot accept responsibility.

With respect to Seckin Fikir Inc.’s responsibility for your use of the app, when you’re using the app, it’s important to bear in mind that although we endeavour to ensure that it is updated and correct at all times, we do rely on third parties to provide information to us so that we can make it available to you. Seckin Fikir Inc. accepts no liability for any loss, direct or indirect, you experience as a result of relying wholly on this functionality of the app.

At some point, we may wish to update the app. The app is currently available on members & iOS – the requirements for both systems(and for any additional systems we decide to extend the availability of the app to) may change, and you’ll need to download the updates if you want to keep using the app. Seckin Fikir Inc. does not promise that it will always update the app so that it is relevant to you and/or works with the members & iOS version that you have installed on your device. However, you promise to always accept updates to the application when offered to you, We may also wish to stop providing the app, and may terminate use of it at any time without giving notice of termination to you. Unless we tell you otherwise, upon any termination, (a) the rights and licenses granted to you in these terms will end; (b) you must stop using the app, and (if needed) delete it from your device.

Changes to This Terms and Conditions

We may update our Terms and Conditions from time to time. Thus, you are advised to review this page periodically for any changes. We will notify you of any changes by posting the new Terms and Conditions on this page.

These terms and conditions are effective as of 2021-01-06

Contact Us

If you have any questions or suggestions about our Terms and Conditions, do not hesitate to contact us at info@seckinfikir.com.

Privacy Policy

Seckin Fikir Inc. built This app as a Free app. This SERVICE is provided by Seckin Fikir Inc. at no cost and is intended for use as is.

This page is used to inform visitors regarding our policies with the collection, use, and disclosure of Personal Information if anyone decided to use our Service.

If you choose to use our Service, then you agree to the collection and use of information in relation to this policy. The Personal Information that we collect is used for providing and improving the Service. We will not use or share your information with anyone except as described in this Privacy Policy.

The terms used in this Privacy Policy have the same meanings as in our Terms and Conditions, which is accessible at this app unless otherwise defined in this Privacy Policy.

Information Collection and Use

For a better experience, while using our Service, we may require you to provide us with certain personally identifiable information, including but not limited to Spotify Member. The information that we request will be retained by us and used as described in this privacy policy.

The app does use third party services that may collect information used to identify you.

Link to privacy policy of third party service providers used by the app

Log Data

We want to inform you that whenever you use our Service, in a case of an error in the app we collect data and information (through third party products) on your phone called Log Data. This Log Data may include information such as your device Internet Protocol (“IP”) address, device name, operating system version, the configuration of the app when utilizing our Service, the time and date of your use of the Service, and other statistics.

Cookies

Cookies are files with a small amount of data that are commonly used as anonymous unique identifiers. These are sent to your browser from the websites that you visit and are stored on your device's internal memory.

This Service does not use these “cookies” explicitly. However, the app may use third party code and libraries that use “cookies” to collect information and improve their services. You have the option to either accept or refuse these cookies and know when a cookie is being sent to your device. If you choose to refuse our cookies, you may not be able to use some portions of this Service.

Service Providers

We may employ third-party companies and individuals due to the following reasons:

  • To facilitate our Service;
  • To provide the Service on our behalf;
  • To perform Service-related services; or
  • To assist us in analyzing how our Service is used.

We want to inform users of this Service that these third parties have access to your Personal Information. The reason is to perform the tasks assigned to them on our behalf. However, they are obligated not to disclose or use the information for any other purpose.

Security

We value your trust in providing us your Personal Information, thus we are striving to use commercially acceptable means of protecting it. But remember that no method of transmission over the internet, or method of electronic storage is 100% secure and reliable, and we cannot guarantee its absolute security.

Links to Other Sites

This Service may contain links to other sites. If you click on a third-party link, you will be directed to that site. Note that these external sites are not operated by us. Therefore, we strongly advise you to review the Privacy Policy of these websites. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party sites or services.

Children’s Privacy

These Services do not address anyone under the age of 13. We do not knowingly collect personally identifiable information from children under 13. In the case we discover that a child under 13 has provided us with personal information, we immediately delete this from our servers. If you are a parent or guardian and you are aware that your child has provided us with personal information, please contact us so that we will be able to do necessary actions.

Changes to This Privacy Policy

We may update our Privacy Policy from time to time. Thus, you are advised to review this page periodically for any changes. We will notify you of any changes by posting the new Privacy Policy on this page.

This policy is effective as of 2021-01-06

Contact Us

If you have any questions or suggestions about our Privacy Policy, do not hesitate to contact us at info@seckinfikir.com.

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