Anti-Joy Distribution Agreement
As of June 10th, 2023
This Distribution Agreement (the "Agreement") is legally binding between you and Anti-Joy, a company based in Denmark ("Anti-Joy", "AJ", "Anti-Joy Distribution", "we", "us" or "our") concerning your use of our Anti-Joy Service to distribute your musical recordings to selected digital and physical stores (our "Service"), and any other uses of your musical recordings and musical compositions by Anti-Joy and its licensees as described herein. Suppose you are entering into this Agreement on behalf of one or more people, a group, a company, or other entity, then by accepting this Agreement, you represent and warrant to us that you are duly authorized to do so on behalf of all person(s) and entity(ies) and bind them to this Agreement and that Anti-Joy is fully entitled to rely on that fact (in which case, the term "you" includes all such people and entities) in our performance under this Agreement.
By signing up for our Service, you consent to this Agreement and accept the terms and conditions below. Please read and understand them completely before doing so. This Agreement will automatically become effective when you sign up for our Service (the "Effective Date").
ANTI-JOY DOES NOT HOLD ANY COPYRIGHT OR OTHER STAKE IN YOUR MUSIC, ONLY A LIMITED LICENSE TO DISTRIBUTE TO DIGITAL STORES WORLDWIDE.
PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL COMPOSITIONS, LITERARY WORKS, DRAMATIC WORKS, ARTWORK, AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE ANTI-JOY SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS, PHYSICAL DISTRIBUTIONS AND PHYSICAL SALES EMBODYING THE MUSICAL COMPOSITIONS OR ARTWORKS THEREIN, AND TRANSMISSIONS OF SUCH MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, VIA STREAMING SERVICES, PHYSICAL STORES, AND ONLINE STORES), AS NECESSARY.
YOU CAN NOT UPLOAD TO US ANY REMIXES OR RECORDINGS THAT INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM THE SONGWRITERS AND THE OWNERS OF THE ORIGINAL RECORDINGS. WE OFFER A SERVICE TO HELP OBTAIN APPLICABLE LICENSES FOR RECORDINGS OF COVER VERSIONS OF MUSICAL COMPOSITIONS, BUT YOU MUST OPT-IN AND REGISTER FOR THAT SERVICE IF YOU DELIVER ANY COVER VERSIONS TO US. YOUR RECORDINGS OF COVER VERSIONS WILL NOT BE AVAILABLE IN ANY DIGITAL STORES UNTIL ANTI-JOY RECEIVES NOTICE THAT THE PROPER LICENSES HAVE BEEN CLEARED.
1. THE ANTI-JOY SERVICE AND YOUR RECORDINGS
a. Anti-Joy allows you to upload digital files containing audio-only musical recordings or audio-visual works and the underlying musical compositions, literary works, or spoken word content embodied therein (collectively, "Recordings") for distribution to digital stores within our distribution network ("Digital Stores": which shall include UGC Services), who may make your Recordings available to their users ("Customers"). Such musical compositions, literary works, or spoken word content embodied in the Recordings are sometimes referred to herein collectively as "Compositions."
b. Recordings must be musical recordings in a single track, EP, or album format. Please note that stores will make your Recordings available to Customers to purchase or stream as individual tracks. You can, therefore, not require that a Customer purchase or stream an entire album or EP as a single unit. We do not accept or distribute ringtones, audiobooks, spoken-word records, digital booklets, instrumental remakes, or other types of content. Yet, if we decide to do so, as specified by us on a case-by-case basis at our discretion, the terms of this Agreement shall apply to such formats.
c. We currently exclusively accept Recordings in WAV, MP3, and FLAC formats up to 200 MB in size. The Digital Stores and we may need additional formats or file sizes from time to time during the Term, and Anti-Joy reserves the right to convert audio files of the Recordings as required.
d. While uploading each Recording, you must provide us with all the accompanying data that a Digital Store or we may need (e.g., artist name(s), composers, album title, track titles, genres), plus any available cover art (in JPG or PNG format or any other format that a Digital Store or we may need). Such information must be correct. All data, metadata, images, artwork, and any other material you deliver us are included in the definition of "Recordings." We may also demand indication if a Recording holds explicit content, wherein a Digital Store may tag it accordingly.
e. We will automatically generate unique identifying codes for each Recording and provide them to Digital Stores. If you have your own UPC and ISRC codes, you can specify them in the uploading process.
f. Once a Recording has been uploaded to our Service for distribution, you can always delete it during the Term. However, you can not remove a single track included within an album without deleting the entire album and then re-uploading the album with that song excluded.
2. DIGITAL STORES
a. The rights given by you to Anti-Joy are non-exclusive. Be advised, however, that if you send your Recording(s) to the exact Digital Stores via Anti-Joy and a separate service, the double listing of your Recordings may cause difficulties within those Digital Stores.
b. We undertake to deliver your Recordings to Digital Stores as fast as possible. Regardless, it can take a few hours to a few days to several weeks for a Digital Store to process and make your Recordings available to Customers, depending on the Digital Store and the Territory. Please be patient.
c. Each Digital Store will decide its pricing to its Customers, format or media, and other terms on which it offers recordings (including your Recordings) to its customers, at its control and according to its business model. For example, in some cases, your Recordings may be available for permanent digital download on a pay-per-unit basis; in others, Customers may pay a recurring subscription fee to stream or temporarily download your Recordings along with other recordings. By way of additional example, Digital Stores may also offer your Recordings for free on a promotional basis, alone or together with other recordings, may include (or not include) your Recordings in marketing advertisements, and may create editorial content about your Recordings and the featured artists, may group Recordings by genre or other identification, may create and allow Customers and others to listen to free preview clips of your Recordings, all in their control. Using Anti-Joy, you can specify your desired retail pricing for specific stores. Note that these prices are just recommendations, and while stores usually stick to custom pricing, ultimately, stores can price however they want. We aren't liable for what Digital Stores do, and by opting into a specific Digital Store, you agree to have your Recordings made available to its Customers following its pricing structure and other procedures and guidelines from time to time per its agreement with Anti-Joy.
d. We will distribute your Recordings to Digital Stores worldwide (you can't specify certain countries or territories for particular Recordings).
e. Digital Stores may decide not to publish one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their guidelines and procedures, so we can not make any guarantees. We may also reject (or remove from Digital Stores) Recordings if we reasonably consider that any legal claims or matters may arise, if a Recording may disobey the terms and conditions of any Digital Store, or for any other reason in our business judgment. And if our agreement with a Digital Store lapses or ends, or if that Digital Store halts operations entirely or in a specific territory, then your Recordings will no longer be available through that Digital Store.
f. By opting into a Digital Store, you attest to Anti-Joy that you have read, comprehend, and consent to be bound by all of the terms and conditions of that Digital Store and that you and your Recordings and other content will concede fully with those terms and conditions.
3. YOUR ACCOUNT
a. By signing up to our Service, you will establish an email and a password that gives access to an online user dashboard for your account on our Website, currently www.antijoy.club (our "Website") and other services provided by us. Please keep your email and password secure, as you are solely accountable for any Recordings and other content uploaded and for every financial transaction and other activity performed through your account. We will not be liable for any activity transacted via your account.
b. At the time of registration, you pick which subscription plan you want, depending on your budget and the tier of services you desire.
c. You can not change the artist name(s) you add within your account as long as music has been distributed to that artist by Anti-Joy. If you want to change an artist's name, you must delete all the artist's releases, delete the artist, and add the new artist's name. You accept that you are limited by a specific number of artists per selected tier. If you would like to upgrade your account tier during the year to add artist names and services, please do so online. If you upgrade within fourteen (14) days, please get in touch with our support to fully refund your original account tier. Any other refunds are at Anti-Joy's sole discretion.
d. Your annual enrollment fee must be paid with a valid payment card and, as defined below under "Term," will automatically recur annually until you terminate the Term of this Agreement. Therefore, you must maintain a valid payment card with us throughout the Term. We currently accept Visa, Mastercard, American Express, China UnionPay, Google & Apple Pay but reserve the freedom to add or modify payment methods during the Term. You expressly permit Anti-Joy to capture the appropriate amount, plus any applicable taxes, to the payment card you provided or, in our sole discretion, to deduct that amount from monies payable to you. Any refunds are at Anti-Joy's sole discretion. In addition, if you owe any fees or other amounts to Anti-Joy, we may deduct or set-off such amounts from any existing or future payments to you and our other rights and remedies.
e. A trial enrollment will automatically be changed into an annual enrollment fee when your trial expires, as declared in the trial signup process. Please get in touch with our support to cancel your account and subscription immediately if you do not wish to continue your enrollment after your trial expires.
a. The Term of this Agreement (the "Term") will begin on the Effective Date and will continue for one (1) year unless renewed or terminated earlier.
b. The Term will renew automatically at the end of each annual contract period (and your credit or debit card will be charged accordingly) unless you cancel your account prior to the end of the contract year via your account on the user dashboard on the Website.
c. Anti-Joy may terminate the Term for any explanation, including but not restricted to if we reasonably think that you or any of your Recordings or other content have disregarded this Agreement or the terms and conditions of any Digital Store, that you or your Recordings violate the intellectual property or other rights of any individual or entity if we are informed by any Digital Store or reasonably think that Digital Stores will not accept your Recordings or other content specifically or categorically, or that you are otherwise abusing our Service or any Digital Store or participating in fraudulent or prohibited activity. We may also terminate the Term if the credit or debit card you provided lapses, if our attempts to charge your Service fee are refused for any reason, or if we reasonably believe that charges were incurred fraudulently. So if the number, expiration date, billing address, or any other card or account information changes, please update your Anti-Joy account promptly via the Website user dashboard. At our sole option, we may decide to renew the Term and deduct the appropriate renewal fee from any sums owed to you hereunder. We may also terminate the Term if our Service is halted for any reason.
d. After the end of the Term, we will inform all applicable Digital Stores to delete your Recordings and will hold no further obligation to you other than to report and pay for monies accumulated during the Term. Customers who downloaded or otherwise accessed your Recordings might be able to maintain and continue listening to your Recordings even after the Term of this Agreement is over.
5. GRANT OF RIGHTS
a. For us to provide the Service and to distribute your Recordings (which, solely for intents of clarity and as a reminder to you, includes the Compositions) and related content to the Digital Stores via our Service and on Anti-Joy's sites/services or digital platforms, including, without restriction, TuneLink (collectively, "Anti-Joy Sites"), our lawyers and the Digital Stores need us to ensure that you grant us the non-exclusive, sub-licensable right and permission during the Term and throughout the Territory to:
b. You also consent to us and Digital Stores the right and license during the Term and throughout the Territory to take all measures expected or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without restriction, to store, host, cache, replicate, convert, modify, print, serve, transmit, ship and publicly perform such Recordings, and as otherwise required under our agreements with those Digital Stores, as may be amended from time to time during the Term. You understand that Digital Stores may grant customers rights to use your Recordings outside the Term of this Agreement, even perpetual rights. As mentioned above, Digital Stores and we may refuse to distribute or otherwise exploit any Recordings or other Materials (or remove any Recordings that have already been distributed or presented to customers) in our reasonable business judgment. You will be considered to have approved any artwork, photographs, biographical material, or other information or materials that you provide to us.
c. Furthermore, and in no way restrict any rights granted by you hereinabove, you hereby consent to Anti-Joy a direct license to publicly perform your Recordings (which, solely for intents of clarity, include the Compositions) on the Anti-Joy Sites (including, without limitation, TuneLink). In the event you are affiliated with a performing rights society, performing rights organization, or other collection society ("PRO") to which you have given the non-exclusive right to administer the public performance rights in and to your Recordings and Compositions, you agree to inform each such PRO, by the requirements of your applicable PRO membership agreement(s), of your agreement to grant the direct public performance license under this section and as otherwise provided in this Agreement.
6. YOUR RESPONSIBILITIES
a. You are liable for and must have acquired all required rights, licenses, waivers, clearances, and permissions, including without restriction all music publishing rights and permits to distribute, replicate, display, publicly perform, synchronize with audio-visual works, or otherwise exploit the Compositions (including the lyrics of such Compositions), throughout the Territory for all Recordings and other Materials to allow.
Anti-Joy and Digital Stores to completely exploit all their rights hereunder free of any claims, liens, encumbrances, or other limitations. Your uploading of Recordings and delivery of any Materials shall be your unconditional warranty and declaration to us that you have obtained all such rights needed and necessary for Anti-Joy and Digital Stores to sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Agreement, including the waiver of all so-called "moral rights," under the laws of any jurisdiction, on your behalf as well as on behalf of all contributors involved in any way with the creation and delivery of your Recordings.
b. Without restricting anything in this Agreement, you are accountable for and shall timely pay (i) any and all royalties/earnings, including without restriction all mechanical royalties and synchronization fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and other exploitation of your Recordings and Materials, (ii) any and all royalties, including without restriction all mechanical royalties and synchronization fees, that may be owed by you to the owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions incorporated in your Recordings, (iii) all costs that may be required under union, guild or other collective bargaining agreements appropriate to you or third parties, and (iv) any other royalties (including without restriction mechanical royalties), fees and sums owed with respect to the Recordings or Materials, including, without restriction, any royalties that may be needed to be paid, pursuant to the relevant laws of any jurisdiction, as a result of authorized exploitations by Anti-Joy or Digital Stores of your Recordings (including, for intents of transparency, the Compositions) for so-called performer's rights, equitable remuneration rights or neighboring rights, however indicated under local law. If any portion of your Recordings are now or in the future administered in any territory(ies) by any PRO, you are obligated to inform such third-party PRO(s) of this Agreement. You understand that Anti-Joy will not make such payments on your behalf or otherwise. If you want Anti-Joy to route a percentage of your earnings to another Anti-Joy user, you may specify user(s) and shares using Anti-Joy's "Teams" feature. WE DO NOT AND CAN NOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDINGS TO OUR SERVICE.
7. PAYMENT & ACCOUNTING TERMS
a. In full respect of the rights and licenses given hereunder, we will assign to your Anti-Joy account one hundred percent (100%) of any monies that we earn and receive in USD from Digital Stores which are directly attributable to their exploitation of your Recordings, after deducting (i) any applicable PayPal fees or other payment processing fees and (ii) if you have uploaded cover songs, we will also deduct all the applicable royalties paid to songwriters and publishers and (iii) if you have opted-in to our Content ID service, which uses YouTube's Content ID service, Facebook's Content ID service, Soundcloud's Content ID service and other methods to detect videos and music that contain your Recordings. Suppose Anti-Joy receives a lump-sum payment from a digital store not attributable to any artist account(s) or Recordings from any artist account(s). In that case, Anti-Joy will, in its sole discretion, decide if, and to what degree, any amount of such monies shall be payable hereunder. Without restricting the directly preceding sentence, Anti-Joy may choose to distribute such funds (i) on a pro-rata basis based on the number of artists with whom Anti-Joy has distribution agreements; (ii) at its discretion among artists based on historical earnings and proxy formula decided solely by Anti-Joy; or (iii) based upon the amount the Digital Store credits Anti-Joy for your Recordings after the payment to Anti-Joy. Once payment has been paid to your account, you can withdraw monies from your account at your discretion. You will be liable for any bank fees or other charges related to such withdrawals. Any sums we receive in a foreign currency will be converted to USD at either the same rate we received or the current spot exchange rate at the time of transaction from store to Anti-Joy or from Anti-Joy to you. For the avoidance of doubt, your payment is an "all-in" pay-through payment, from which you are solely responsible for paying and accounting for all relevant taxes, tariffs, licensors, songwriters, publishers, artists, producers, mixers, and other third parties (unless you have opted into our optional Content ID service or uploaded a cover song, in which case mechanical royalty payments to songwriters and publishers, will be deducted before monies being paid to your account). We cannot offer legal, tax, accounting, or other advice; please consult your advisors regarding those matters.
b. You comprehend and accept that Digital Stores may retain a share of income that they receive from Customers and may deduct or withhold sums from the amount they pay to Anti-Joy. Sums retained or withheld by Digital Stores may include, without limitation, taxes and tariffs, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. Anti-Joy shall be entitled to rely on payments and accountings received from Digital Stores. Any complaint relating to any accounting report or any lawsuit arising from there must be made (and/or lawsuit commenced) no later than one (1) year after the report's date, and you waive any longer statute of limitation that may be permitted by law. You shall have no right to inspect or audit our books and records or those of Digital Stores.
c. Anti-Joy makes payments via PayPal and other methods and may deduct fees incurred by Anti-Joy in sending payment. Unless you use PayPal, you MUST BE APPROVED BY ANTI-JOY FOR ALL OTHER PAYMENT METHODS BEFORE RECEIVING PAYMENT FROM ANTI-JOY. YOU HAVE TO MAKE SURE YOUR PAYMENT METHOD IS FUNCTIONAL. During the Term, we may modify or add more payment methods. Anti-Joy also communicates with you via email, so YOU ALSO MUST PROVIDE ANTI-JOY WITH AN ACTIVE EMAIL ACCOUNT TO RECEIVE IMPORTANT NOTICES FROM ANTI-JOY, and you are liable for making sure the email account is active, able to receive emails from Anti-Joy, and that your email address on file with Anti-Joy is up-to-date.
d. After we acquire payment for you from a Digital Store, we will notify you via your Anti-Joy account dashboard. You must then affirmatively accept and withdraw the money from your Anti-Joy account for us to transmit the royalties to you. We will also make a portion of accounting reports available to you via your user dashboard that we receive from Digital Stores for the applicable period. We may redact those statements for confidential information or information related to third parties. If your account is maintained on behalf of a group, company, partnership, or anything other than you alone, you shall be accountable for paying anyone else. We will only make payments to the individual account holder or any paid account holders you've specified in your Teams dashboard.
e. In Anti-Joy's sole discretion, and subject to your Recording(s) meeting specific streaming and sales metric qualifications as determined by Anti-Joy, from time to time throughout the Term, Anti-Joy may notify you of the option to receive an advance payment of royalties less a processing fee which shall be a specified percentage of each such advance payment (each, an "Accelerated Payment"), the amount of which, including such processing fee, shall be determined by Anti-Joy in its sole discretion. If Anti-Joy notifies you during the Term of the opportunity to receive an Accelerated Payment, Anti-Joy will provide notice of the proposed Accelerated Payment amount (and the processing fee percentage) in each case. You shall have the opportunity to accept or decline each such Accelerated Payment, and if accepted, Anti-Joy will make such Accelerated Payment under your approved payment method. Each Accelerated Payment (less the processing fee) will be fully recoupable against any monies otherwise payable to you hereunder. Suppose this Agreement is terminated for any reason before Anti-Joy recoups an Accelerated Payment. In that case, Anti-Joy will be authorized to keep your account active and collect any resulting monies received by Anti-Joy until Anti-Joy fully recoups such Accelerated Payment.
f. If applicable law requires, we may withhold payments to you, in whole or part. You agree to indemnify us, and you will be responsible for any costs, expenses, and liabilities we may pay or incur as a result of any incorrect, inaccurate, or misrepresented tax or financial information provided by you.
g. If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings or Materials or your use of our Site or Service breaches any agreement, infringes any third party rights, violates this Agreement or any law, rule, or regulation, that there is a dispute regarding the Recordings or Materials (including without restriction as to ownership or payment of monies), or that your activities involve misrepresentation, misconduct, deception, fraud, or other inappropriate conduct, then in addition to any other available rights and remedies, we may suspend or terminate the distribution of your Recordings and the Term of this Agreement and withhold payment of monies to you in an amount reasonably attributable in our discretion to such Recording(s), Material and activity until and unless all claims or other conduct are favorably resolved to our reasonable satisfaction. We may deduct our related attorneys' fees and legal costs from your payments in connection. You will forfeit any monies attributable to fraud, infringement, or other illegal activity.
h. Notwithstanding anything to the contrary in this Agreement, Anti-Joy reserves the right to withhold any payable monies owed to you in its sole discretion. Such withholding may occur, without limitation, if Anti-Joy reasonably believes that you have violated the terms of this Agreement, engaged in fraudulent or unauthorized activities, or if Anti-Joy is required to do so by applicable law or court order. Anti-Joy's decision to withhold any payable monies shall be final and binding, and you shall have no right or claim to such withheld monies.
8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
a. You represent and promise to Anti-Joy that: (i) you are at least 18 years of age and have the legal capability, privilege and authority to enter into this Agreement; (ii) you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by Anti-Joy, Digital Stores, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; (iii) you have all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical, synchronization and any other licenses from copyright owners or proprietors, to give all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement; (iv) your Recordings and Materials, including, without restriction, all visual content embodied in your audio-visual Recordings, do not and will not, and the authorized use thereof by Anti-Joy, Digital Stores and their Customers shall not, infringe any copyright, trademark or other intellectual property or other rights (including without restriction rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; (v) the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; (vi) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full exploitation of all rights and licenses granted hereunder; (vii) all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary during the Term; (viii) you will make, and Anti-Joy will not be accountable for, any payments other than those specified in paragraph 7.a above in connection with the Recordings and Materials; (ix) you will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; (x) any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; (xi) there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; (xii) you covenant and accept not to make any claim or bring any legal action related to this Agreement, against any Digital Store or UGC Service so long as such entities are not in violation of the rights you have granted to Anti-Joy hereunder; and (xiii) you have read and comprehend this Agreement and have had the chance to consult with independent legal counsel in connection with them.
b. You shall reimburse and hold harmless, and upon our demand, defend Anti-Joy and our affiliates, sublicensees (including Digital Stores and their Customers), successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents, and representatives of the preceding, from and against any claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) resulting from (i) a violation or alleged violation of any of your warranties, representations, covenants or obligations under this Agreement; (ii) any claim that the Recordings, Materials, data or information provided or approved by you or on your behalf hereunder or the use thereof by Anti-Joy, a Digital Store, or an ID Service (if applicable) violates or infringes the rights of another party; or (iii) any other action or omission by you or any of your licensors, agents or representatives. You will promptly reimburse Anti-Joy, and any other reimbursed parties on demand for any amounts subject to indemnification. We shall inform you of any such claim and shall control the defense thereof, though you may participate in such defense at your own cost. You may not settle any claim for which we may be liable without our prior written permission, which we will not withhold unreasonably. Suppose any facts, claims, proceedings, or other events arise that would be subject to indemnification. In that case, Anti-Joy, in addition to any other right or remedy, shall have the right to withhold any payments otherwise due to you an amount reasonably connected to it until the claim, proceeding, or event has been settled or fully adjudicated. The judgment satisfied, or that the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim. Anti-Joy reserves the right to charge you (or deduct from monies payable to you) for any legal fees incurred by Anti-Joy due to your breach of this Agreement.
9. NO WARRANTIES; LIMITATION LIABILITY
a. THE SITE AND SERVICES ARE OFFERED AND PROVIDED TO YOU AS-IS. ANTI-JOY MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO THE AMOUNT OF EARNINGS THAT MAY BE MADE BY OR PAYABLE TO YOU HEREUNDER OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, OR SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
b. TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER ANTI-JOY NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, REPRESENTATIVES OR AGENTS WILL BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT RESTRICTION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR LOSS OF GOODWILL, FOR ANY ACTIONS OR OMISSIONS OF DIGITAL STORES OR THEIR CUSTOMERS, ID SERVICES, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL ANTI-JOY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SUMS ACTUALLY DUE TO YOU BY PARAGRAPH 7.a ABOVE. THE RESTRICTIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN ANTI-JOY AND YOU.
b. A party's waiver of a violation of any condition of this Agreement by the other shall not utilize or be construed as a waiver of any subsequent breach of the same condition or any other condition of this Agreement. According to judicial decree or decision, assume any condition hereof is found invalid or unenforceable. The remainder of this Agreement shall remain valid and enforceable according to its terms. In that case, such judgment shall not affect any other condition hereof, and the unenforceable condition shall be limited as required or superseded by an enforceable need that most closely satisfies the parties' commercial intent.
c. Anti-Joy will not be liable for a rectifiable breach of this Agreement unless you give us a written notice pinpointing the alleged violation that we confirm receipt of, and we fail to cure such breach within ninety (90) days after that.
d. We may direct all notices and communications to you via the email address or street address associated with your account or via your dashboard account on the Site. All notices to Anti-Joy shall be sent to us at firstname.lastname@example.org.
e. You may not assign, transfer or delegate any of your rights or commitments hereunder without our prior written consent, and any purported attempt otherwise will be null and void ab initio. We may assign, delegate, pledge, encumber, sublicense, and otherwise transfer this Agreement and any or all of our rights and obligations to operate the Service and Site. This Agreement will be binding on and inure to the advantage of the parties and their respective assigns and successors in interest.
f. We reserve the right to alter, discontinue or terminate the Service at any time and without prior notice. We are under no duty to provide the Service continuously or at all.
g. The association between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative.h. This Agreement shall be construed and enforced exclusively by the laws of Denmark, without regard to its conflict of laws principles. Any act or proceeding brought by either party against the other emerging out of or related to this Agreement shall be brought only in a court of competent jurisdiction located in Aarhus, Denmark. The parties irrevocably agree to the in personam jurisdiction and venue of said courts. You agree that the Service of the process by us to you by one of the methods designated above for the giving of notices will be deemed effective as personal Service, and as a result of this consent to Service of the process by such methods.