Customer Service Agreement
Last updated September 15th, 2020
Thanks for using Infinite Catalog!
This Customer Service Agreement (“Agreement”) is a binding contract between you and Infinite Catalog LLC (“we”, “us”, “our”). It contains the rules and restrictions that govern your use of our products and services (referred to below simply as “Infinite Catalog”).
If you’re agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” throughout this document refer to that organization or entity).
You agree that you will only use Infinite Catalog for your own use, and not on behalf of or for the benefit of any third party. You may not transfer your account to anyone else without our prior written permission.
If you have any questions, comments, or concerns regarding this Agreement, feel free to drop us a line at email@example.com
PRODUCTS AND SERVICES
By signing up for Infinite Catalog, you get access to the following:
- The Platform: Infinite Catalog is a royalty accounting platform that helps labels, publishers, managers, and artists transform complicated data into statements you can understand and insights you can use. Based on data you provide it, Infinite Catalog assists in catalog management, calculates royalties and payee balances, generates royalty statements, and provides tools for sorting, filtering, summarizing, and visualizing data.
- Support Services: In addition to the Infinite Catalog platform, our team is also available to provide support. Our support services include:
- Technical Support: Our team will provide technical support as requested in setting up, configuring, and using Infinite Catalog.
- Internal Audits: At our discretion, our team will conduct internal audits as requested to (1) ensure that transactions are not double-counted or missing, (2) check that transactions are accounted for in the proper period, (3) determine that payouts are properly accounted for, and (4) diagnosing differences between payee summaries (“live” statements) and statements (static statements).
- What We Don’t Provide: Signing up for Infinite Catalog does not get you any of the following services:
- Any general bookkeeping services for your business.
- Any manual transcription or data entry services.
- Any support for importing bank, credit card, or payment service statements.
- Any customized analysis or reporting outside of what is available through the Infinite Catalog platform.
- Any royalty remittance or other payment transfer services.
- Any external auditing of data or payments from any third-party. This includes auditing of payments or data you may receive from data providers, retailers, DSPs, fulfillment companies, or others.
You should submit all support requests by email to firstname.lastname@example.org.
Infinite Catalog is designed for businesses of all sizes, so our pricing scales with the amount of income that has been logged in your account each month.
This includes income you report from any and all sources, including but not limited to distribution income, mechanical royalty income, pass-through income, merchandise income, publishing income, direct-to-fan, direct-to-artist, wholesales, master use licenses, sync licenses, neighboring rights, income used to determine management commissions, and any third-party licenses.
You will be invoiced once every thirty days after you create an account on Infinite Catalog (this thirty day period is the “Billing Period”). We will notify you of the invoice via email. Our invoice is calculated based on how much income has been added to your account since the previous bill, or since account creation in the case of a first bill. This amount is referred to as an account’s “Billable Income.”
At the close of each Billing Period, your total Billable Income is used to determine what billing tier your account belongs to for that Billing Period. Each billing tier specifies a flat fee and a percentage of the Billable Income that will be paid. We will provide you with a statement of the billing tiers prior to the creation of your account. We reserve the right to change these billing tiers by giving you written notice of the amendment at least thirty days prior to the first invoice under the new pricing.
All bills are final and due within fifteen days of receipt, after which an attempt will be made to charge the payment method you have on file with us. If an invoice is not paid within thirty days of the due date, we reserve the right to suspend your access to your account until the outstanding invoices are paid. If an invoice is not paid within sixty days of the due date, we will formally delete your account and any associated data.
If you have any questions or concerns about your invoices, you can contact our support team at email@example.com.
You’re able to cancel your account on Infinite Catalog at any time by emailing firstname.lastname@example.org. This cancellation will take effect immediately and we will bill you a final time for the flat fee and a percentage of the income logged since the last invoice as described above.
Please be aware that after your account is terminated that you will no longer have access to any data you input into Infinite Catalog, and that we will have no responsibility to retain this data.
SECURITY OF YOUR INFORMATION
We use administrative, technical, and physical security measures to help protect your information. While we have taken reasonable steps to secure the information you provide to us, please be aware that despite our efforts, no security measures are perfect or impenetrable, and no method of data transmission can be guaranteed against any interception or other type of misuse.
Any information disclosed online is vulnerable to interception and misuse by unauthorized parties. Therefore, we cannot guarantee complete security if you provide personal information. If you have reason to believe your use of Infinite Catalog is no longer secure, please contact us immediately.
We are free to terminate (or suspend access to) your use of Infinite Catalog, or your account, for any reason at any time. Such termination will result in the forfeiture and relinquishment of all data in your account. Failure to follow any of the terms in this Agreement shall constitute a breach, which may result in immediate termination of your account. We have the sole right to decide whether you are in violation of any of the restrictions set forth in this Agreement.
PERMISSIONS AND PRIVACY
You warrant that any content of any kind that you input into Infinite Catalog (“User Data”) is owned by you or that you have prior consent of the owner to use that content. This includes but is not limited to any and all names, images, financial data, contract information and otherwise.
You hereby consent and grant us permission to access, translate, modify, reproduce, and otherwise act with respect to the User Data in order to enable us to operate Infinite Catalog. You also grant a royalty-free, perpetual, irrevocable, worldwide license to the User Data for the limited purpose of operating Infinite Catalog. This includes the right to store and manage your User Data on third-party cloud services. You will continue to be the owner as applicable of all User Data.
CHANGES TO INFINITE CATALOG
We’re always trying to improve Infinite Catalog, so our products and services may change over time. We may suspend or discontinue any part of Infinite Catalog, or we may introduce new features or impose limits on certain features or restrict access to parts or all of Infinite Catalog. We’ll try to give you notice when we make a material change to Infinite Catalog that would adversely affect you.
CHANGES TO THIS AGREEMENT
We are constantly trying to improve our products and services, so this Agreement may need to change along with Infinite Catalog. We reserve the right to change the Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means.
If you don’t agree with the new Agreement, you are free to reject them; unfortunately, that means you will no longer be able to use Infinite Catalog. If you use Infinite Catalog in any way after a change to the Agreement is effective and notice has been provided, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us.
WARRANTY AND LIABILITY
- No Warranties: Infinite Catalog is provided to you on an “as-is” basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of Infinite Catalog will be uninterrupted or error-free. Any data visualizations, royalty statements, payee summaries, and other outputs of Infinite Catalog are similarly provided on an “as-is” basis without any express or implied warranties as to their accuracy or otherwise. You are ultimately responsible for ensuring that all balances are accurate.
- Limitation of Liability: To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall Infinite Catalog LLC, its licensors, or its suppliers be liable to you or to any other person for:
- Any indirect, special, incidental, or consequential damages of any kind, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages) or,
- Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us in connection with Infinite Catalog in the twelve-month period preceding the applicable claim.
- Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold Infinite Catalog LLC, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of Infinite Catalog (including any actions taken by a third party using your account), and (b) your violation of this Agreement. In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
The above covers most of the questions that we get about Infinite Catalog. We’ve organized the legal terms that come up less frequently below:
- Assignment: You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your Infinite Catalog account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.
- Choice of Law: This Agreement is governed by and will be construed under applicable federal law and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
- Arbitration: Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Kings County, New York, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, you and Infinite Catalog LLC shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, you consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Kings County, New York, or the Eastern District of New York. The prevailing party in any action or proceeding arising out of this Agreement will be entitled to an award of costs and attorneys’ fees.
- Electronic Communications: You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
- No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under this Agreement.
- Interpretation: You agree that this Agreement will not be construed against us by virtue of having drafted them..
- No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Infinite Catalog LLC, and you do not have any authority of any kind to bind us in any respect whatsoever. This Agreement doesn’t grant you any right, title or interest in Infinite Catalog, or our trademarks, logos, and other intellectual property.
- Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
- Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that the Agreement shall otherwise remain in full force and effect and enforceable.
- Entire Agreement:You agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.