The ZigZag Network website (hereinafter “Website”) is owned and operated by ZigZag Network, a division of ZigZag Network, Inc. (“ZigZag Network”, “we”, or “us”). IMPORTANT! PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE WEBSITE.
“Content” shall refer to the contents of the Website, including without limitation the text, graphics, images, audio, and video, as well as any service descriptions, pricing, and service reviews.
“Services” shall refer to the services provided by ZigZag Network through, or as described on, the Website.
“You” and “Your” shall refer to users of ZigZag Network’s Website or Services, and anyone who registers and creates an account on the Website.
“Territory” shall refer to the world.
2. Acceptance of the Terms of Service
3. Use of Website, Content, Services, and Application
The Website and Content are owned by ZigZag Network and constitute proprietary information and property and are protected by United States copyright and/or trademark law, as well as applicable foreign laws.
ZigZag Network hereby grants You permission to use the Content, provided that (i) your use is solely for your personal, noncommercial use (other than purchasing or providing the services featured on the Website); (ii) You do not modify or sell the Content; and (iii) You do not reproduce, display, publicly perform, distribute, or otherwise use the Content for any public or commercial purpose, including the use of the Content on any other website. To the extent the Website provides features both allowing and encouraging You to distribute the content by email, social media, or another method, You may distribute the Content using such features. If You violate any of these terms, your permission to use the Content automatically terminates.
This Agreement and any rights conveyed by You to ZigZag Network under this Agreement are limited solely to the use of User Submitted Content on YouTube and solely to content on YouTube that was not uploaded by You or someone on Your behalf. To the extent ZigZag Network expands its Services to services and websites other than YouTube, You will provided with an opportunity to opt in to such additional offerings at that time.
a. YouTube Claims
After registering and creating your account, You will have the ability to upload/submit/deliver and thereby opt in to ZigZag Network’s service offering to identify claims against unauthorized individuals and/or entities who are using and/or exploiting your User Submitted Content on YouTube (“YouTube Claims.”) By opting in to this service, You agree and permit ZigZag Network to negotiate and enter into settlements or agreements to license or otherwise monetize those YouTube Claims (or to refrain from doing so) with such individuals and entities on your behalf on such terms as we may elect in our sole discretion.
b. YouTube Licensing
After registering and creating your account, You will have the ability to upload/submit/deliver and thereby opt in to ZigZag Network’s service to negotiate and grant synchronization, master use, public performance, content identification and management, and other licenses for the use of your User Submitted Content in videos on YouTube, including use of your User Submitted Content added to videos through YouTube’s AudioSwap feature. By opting in to this service, You agree and permit ZigZag Network to do such things and grant such sublicenses as are reasonably necessary or desirable to exploit the foregoing rights, including without limitation to grant YouTube and its users the right to host, cache, route, index, transmit, store, copy, embed, stream, perform, communicate to the public, display (including any lyrics), reformat, excerpt, analyze, synchronize (in timed relation or otherwise), create derivative works (in the form of synchronized video), create metadata, algorithms and ID files, search, catalog, edit or modify (for technical or operational purposes), sell advertising against, deliver to any YouTube-related music service, and/or otherwise exploit, use and make the User Submitted Content available on the internet, and from any other technical, communication or transmission protocols or platforms now known or hereafter devised, discovered, or developed including, without limitation, mobile phones, tablets, IPTV platforms and other devices. The terms of any resulting agreements shall be within ZigZag Network’s sole discretion.
5. No Unlawful or Abusive Use of the Website or Services
You agree not to use the Website or Services for any unlawful, fraudulent, or abusive purpose. You may not interfere or attempt to interfere with the appearance or operation of the Website or Services. You may not take any action that imposes an unreasonable or disproportionately large load on the Website or its infrastructure. You may not attempt, nor support others’ attempts, to decrypt, reverse engineer, circumvent or otherwise alter or interfere with the Website or any Content. ZigZag Network has the right to interrupt, suspend, or terminate Services if it suspects that You are engaging in unlawful, fraudulent, or abusive activity.
6. Relationship of Parties
No joint venture, partnership, employment, or agency exists between You and ZigZag Network, and nothing in these Terms of Service shall be construed as creating any joint venture, partnership, or employment relationship.
7. Account Information
In order to use the Services, You to register and create an account. You may create an account by following the instructions provided on the Website. You shall protect any passwords and account information and take full responsibility for your own, and any third party, use of any of your accounts. If You learn of any unauthorized use of your password or account, contact ZigZag Network immediately. If you are registering and creating an account on behalf of an entity, then You represent and warrant that you are duly authorized to do on behalf of such entity and that You have the legal authority to bind the entity to these Terms of Service.
8. Payment and Fees
If You choose to sign up for an account and use the Services, You agree to pay and be responsible for all applicable charges and fees for such Services (“ZigZag Network Fees”). You can view the current charges and fees associated with the Services at https://zigzagnetwork.com/faq. To the fullest extent permitted by law, fees paid to ZigZag Network are non-refundable. In extraordinary circumstances, ZigZag Network may consider refunding fees paid to ZigZag Network but is under no obligation to do so and any such refunds are at the discretion of ZigZag Network. Nothing in these Terms of Service obligates ZigZag Network to extend credit to any party.
ZigZag Network will pay You 60% of the net sums actually received by the Company from the exploitation of the rights granted by you herein. Administrator covenants and agrees that the Company Share of the Ad Revenue from Manual Claims (other than the Company Share of the Ad Revenue derived from standard automated claims) shall be paid at a rate of 60% (Sixty Percent) of the net revenue. As used herein, “Net Sums” shall mean gross monies that we earn, collect and actually receive, or which are credited to our account, from YouTube less ContentID Fees and any taxes, tariffs or similar amounts that we may be legally obliged to withhold or pay. ZigZag Network shall have the right to rely on accounting, usage and other statements received from our sublicensees (including without limitation YouTube Analytics) for all purposes hereunder. You will be responsible for payment of all taxes assessed to you, and for all payments due to third parties (e.g., co-writers of Compositions if applicable, artists, producers, engineers or others who performed services in connection with Recordings), and hereby agree to indemnify and hold us harmless from and against any sums for which you are responsible. If ZigZag Network, YouTube or any of our other sublicensees receives a claim or otherwise reasonably suspects that any of your User Submitted Content violates any applicable law or terms of service, or that video views or other activity related to Your Channels or your account with us is attributable to misrepresentation, manipulation, misconduct or similar deceptive or fraudulent practices (automated or otherwise), then in addition to any other available rights and remedies we may withhold Net Sums otherwise payable to you in an amount reasonably attributable to such conduct unless and until any and all claims or other conduct are favorably resolved to our reasonable satisfaction. You will forfeit all amounts that we, YouTube, our other sublicensees reasonably determine in our discretion are the result of any of the foregoing activity, or if so determined by a court or administrative body.
Additionally, if ZigZag Network in its reasonable discretion engages outside attorneys in connection with the evaluation, investigation, enforcement or defense of such matter, then ZigZag Network shall be entitled to offset its resulting expenses by deducting $500 from your account with us (whether currently or in the future available) or charging $500 (or any balance not deducted from your account) to any payment method then on file with us (e.g., PayPal, credit or debit card). In addition to any other rights or remedies, we may in our discretion deduct or set-off any amounts that you owe to us from any monies otherwise payable to you.
ZigZag Network will provide you statements as to Net Sums payable to you within 45 days after the end of each calendar quarter during the Term, together with payment of any Net Sums due to you for the preceding calendar quarter. The statements may be provided to You by email or otherwise made accessible through your account on the Website. Unless you provide a specific objection to the statement within 60 days from the date of the statement, such statements shall be binding and You waive any objections to the validity and accuracy of such statement. You will be required to provide us with a Paypal or other account information to allow us to automatically remit payment to your account when the balance reaches five U.S. Dollars or more.
10. User Submitted Content
Once you have registered and created an account, you will be able to upload/submit/deliver your music and/or other works of authorship (“User Submitted Content”) to the Website. ZigZag Network will not be able to return any User Submitted Content.
You represent and warrant to us 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 User Submitted Content, including all musical compositions embodied in Your User Submitted Content, and that you are authorized to provide Your User Submitted Content to us for the uses specified in this agreement and to enter into this agreement; (ii) you own or control all of the necessary rights in Your User Submitted Content in order to make the grant of rights, licenses, and permissions herein; (iii) the use or other exploitation of Your User Submitted Content by us, or by Licensees, or by any customers of Licensees, all as contemplated and authorized by this agreement, will not infringe or violate the rights of any third party, including any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; (iv) no rights in or to any of Your User Submitted Content have been assigned or otherwise provided to any third party that obtained exclusive rights; and (v) no fees or payments of any kind shall be payable to any third party for the use of Your User Submitted Content as contemplated by this agreement.
You may only submit User Submitted Content that you own or control the worldwide rights to, and only to the extent of your own interest. You represent and warrant to us that (i) You own all intellectual property rights in any User Submitted Content You submit to the Website or that You have the appropriate license rights from the owner; (ii) that (a) own and control the underlying compositions, or (b) have secured a mechanical license (whether compulsory or not) to all underlying compositions contained in the sound recordings which you upload and/or provide to ZigZag Network; and (iii) You have commercially released all sound recordings which you provide to ZigZag Network.
Unless otherwise specified herein, You shall obtain and pay for any necessary clearances and licenses in the Territory for all Licensed Materials. Specifically, You shall be responsible for and timely pay (a) any royalties and other income due to Labels, authors, co-authors, copyright owners, co-copyright owners, artists (featured and non-featured), producers and other record royalty participants from sales or other uses of Licensed Materials, (b) all mechanical royalties payable to publishers and/or authors or co-authors of copyrighted musical compositions embodied in Licensed Materials from sales or other uses of Licensed Materials; (c) all payments that may be required under collective bargaining agreements applicable to Label or third parties other than ZigZag Network, and any other royalties, fees and/or sums payable with respect to the Licensed Materials, including without limitation, Label Content, artwork, metadata and other materials provided by You to ZigZag Network.
If ZigZag Network provides a means for You to designate that your User Submitted Content is jointly owned such that You are capable of specifying that you own a percentage less than a 100% interest in the copyright for the User Submitted Content, then You may submit User Submitted Content for which you do not own the entire copyright interest. In such instances, if there is a co-author or joint owner of the User Submitted Content, then you must specify what percentage of the copyright you own in that song, and only your interest will be covered under these terms. In addition, if your User Submitted Content is covered under an agreement with a music publisher or administrator or with a record company, then You may not be able to submit to ZigZag Network. If You enter into any such agreement during the term, it will be subject to ZigZag Network’s rights herein. ZigZag Network recommends that You carefully review any applicable agreements and consult with a lawyer to make sure that you can submit works to us without violating those agreements or these Terms of Service.
However, if ZigZag Network does not provide a means for You to designate that you own less than a 100% copyright interest in the User Submitted Content, then you may only submit the User Submitted Content if you do, in fact, own a 100% copyright interest in the User Submitted Content. You grant ZigZag Network a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, adapt, publish, translate, create derivative works, and distribute such User Submitted Content. However, You keep full ownership interest in the intellectual property rights of your User Submitted Content.
11. Representations and Warranties
You represent and warrant to us that (a) all information, data and materials that you provide to us are accurate and complete, including without limitation your stated percentage copyright interest in the User Submitted Content and your ownership or control of Your Channels, and You will update the same during the Term so as to remain accurate and complete; (b) the User Submitted Content and Your Channels do not infringe upon any rights of any third party or violates any applicable law or terms of service; (c) any sale, assignment, transfer, mortgage or licensing or other grant of rights in or to your interest in any of the User Submitted Content shall be subject to ZigZag Network’s rights under these Terms of Service; (d) there is no existing agreement, and You will not enter into any agreement or perform any act, that materially interferes or is inconsistent with the rights granted to ZigZag Network under these Terms of Service; (e) the User Submitted Content and Your Channels are and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity; (f) you will not join or become party to any class action against ZigZag Network involving the Website or Services; and (g) You have had the opportunity to consult with independent legal counsel in connection with these Terms; and (h) You will not upload/submit/deliver (i) unlicensed remixes, (ii) sound recordings that have ever been available to end users under a Creative Common license, or (iii) sound recordings that are comprised of Apple Loops of content you obtained under a Creative Commons license.
12. Exclusivity and Territory
You grant to ZigZag Network the sole and exclusive rights during the Term and in the Territory to administer, collect and otherwise exploit 100% of your worldwide right, title and interest in and to the User Submitted Content that you submit.
To provide effective notification, please provide the following information:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the intellectual property right that is allegedly being infringed;
- A description of the copyrighted work, trademark, or other intellectual property right that is allegedly being infringed;
- The location of the allegedly infringing material on the Website;
- Your name, address, email address, and telephone number;
- The following statement: “I have a good faith believe that the use of the material is not authorized by the intellectual property owner”;
- A statement under penalty of perjury that the information in the notification is accurate and that You are the owner of the intellectual property right or that You are authorized to act on behalf of the intellectual property right owner.
13. Links to Other Sites
The Website may contain links to third party websites. These links are provided solely as a convenience to You and not as an endorsement by ZigZag Network of the contents, products, services, or business practices of such third party websites. ZigZag Network is not responsible for the content, products, services, or business practices of linked third party websites and does not make any representations regarding the content, products, services, or business practices of such third party websites. If You decide to access and/or use linked third party websites, You do so at your own risk. You are responsible for taking precautions as necessary to protect yourself and your computer system from viruses, worms, Trojan horses, and other harmful or destructive content.
14. Disclaimer of Warranties
THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ZigZag Network DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZigZag Network DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZigZag Network DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE OR SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE OR SERVICES, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. ZigZag Network DOES NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON ITS BEHALF, AND YOU SHOULD NOT RELY ON ANY WARRANTIES MADE BY THIRD PARTIES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
15. Limitation of Liability
NEITHER ZigZag Network NOR ANY OTHER PARTY INVOLVED IN CREATING OR DELIVERING THE WEBSITE OR SERVICES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES. YOU ALSO AGREE THAT YOUR RIGHTS AND REMEDIES WILL BE LIMITED TO DAMAGES IN AN ACTION AT LAW.
THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION (WHETHER BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE) AND EVEN IF ZigZag Network HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
THE FOREGOING LIMITATION APPLIES TO ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO: (I) ERRORS, MISTAKES, OR INACCURACIES; (II) PERSONAL INJURY OR PROPERTY DAMAGE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED THROUGH THE WEBSITE OR SERVICES; AND/OR (V) ANY SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS.
TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION SHALL APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
ZigZag Network’S AGGREGATE LIABILITY TO YOU IN ANY CIRCUMSTANCE IS LIMITED TO EITHER THE AMOUNT PAID BY YOU TO ZigZag Network OR $100, WHICHEVER IS LOWER.
You agree to defend, indemnify, and hold harmless ZigZag Network, its licensors, licensees, distributors, agents, representatives and other authorized users, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, attorneys’ fees, and expenses arising out of or in connection with (i) your use of the Services or Website, (ii) your violation of the Terms of Service, (iii) any services provided by Third Party Service Providers to You, (iv) your violation of any third party right, including, but not limited to, copyright, trademark, or privacy right, and (v) any submission by You that causes damage to a third party.
You shall cooperate as fully as reasonably required in the defense of any claim. ZigZag Network reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You shall not enter into any settlement agreement that affects the rights of ZigZag Network without ZigZag Network’s prior written approval.
Pending the determination of any claim subject to indemnification under this provision, ZigZag Network may withhold any sums due to you in an amount reasonably related to such claim. If no lawsuit is filed within 18 months of our receipt of a notice of a potential third party claim, ZigZag Network shall release monies held pursuant to this provision, provided however, that ZigZag Network may, in its sole discretion, continue to hold such sums if there is an ongoing settlement negotiation or if there is an indication that a suit may be brought imminently.
17. Representation of Age and Ability to Accept Terms of Service
You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into, abide by, and comply with the terms and obligations provided in these Terms of Service.
In any event, You affirm that You are over the age of 13, as the Website and Services are not intended for children under 13. If You are under 13 years of age, then please do not use the Website or Services.
18. Amendment of Terms of Service, Term, and Termination
ZigZag Network may need to amend these Terms of Service from time to time. When ZigZag Network amends these Terms of Service, we may or may not notify You. Your continued use of the Service shall be deemed acceptance of such Amended Terms of Service.
The term of our Services (the “Term”) will begin on the date that you first register and create an account and shall continue for a period of one year. The Term will automatically renew for additional consecutive one year periods unless and until either party provides the other with at least 60 days prior written notice of its desire to terminate.
Notwithstanding the foregoing, ZigZag Network may, in its sole discretion, terminate or suspend your access or refuse service at any time, without notice, to all or any part of the Website or Services for any or no reason, including, but not limited to, breach of these Terms of Service.
These Terms of Service may not be assigned by You without the prior written approval of ZigZag Network. ZigZag Network may assign these Terms of Service without your consent.
If any provision of these Terms of Service is deemed invalid or unenforceable under any statute, regulation, ordinance, or by a court of competent jurisdiction, then such provision shall be deemed reformed or deleted but only to the extent necessary to comply with such statute, regulation, ordinance, or court, and the remaining provisions shall remain in full force and effect.
21. No Waiver
The failure of ZigZag Network to enforce any right or provision in these Terms of Service shall not constitute a waiver of such right or provision unless agreed to in writing by ZigZag Network. In addition, ZigZag Network’s waiver of any breach of this Agreement by You will not be a waiver of any other prior or subsequent breach.
22. No Integration
These Terms of Service constitute the complete and final expression of the entire and only understanding between You and ZigZag Network relating to the subject matter of this agreement and supersedes any prior written or oral representations.
23. Governing Law and Venue
These Terms of Service shall be governed by the laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between You and ZigZag Network that arises in whole or in part from your use of the Website or Services shall be decided exclusively by a court of competent jurisdiction located within Los Angeles County, California or by the United States District Court for the Central District of California, and You agree to the personal jurisdiction of such courts.
24. Opportunity to Cure
ZigZag Network shall not be deemed to be in breach of any of its obligations hereunder unless we receive specific written notice from You via FedEx or registered or certified mail (return receipt requested) of an alleged breach and ZigZag Network fails to cure such breach, if any, within 30 days following our receipt of such written notice.
25. Mediation and Arbitration
Before initiating a lawsuit in state or federal court or a proceeding with any administrative agency, the parties agree to first mediate any disputes, controversies, or claims in connection with or arising out of the Website, Services, or these Terms of Services. If mediation does not resolve the dispute, the parties agree that any disputes, controversies, or claims in connection with or arising out of the Website, Services, or these Terms of Services shall then be determined by binding arbitration in Los Angeles, California before a single arbitrator who is a member of the American Arbitration Association.
26. Service of Process
You agree that ZigZag Network may effectuate service of process on You relating to any claim, action, lawsuit, or other proceeding by serving you at either the mailing address or email that you provided upon the registration and creation of your account or as updated thereafter. Such service shall be deemed to have the same force and effect as personal service.