Underground Musix Inc. (hereinafter " Underground Musix ")operates the www.undergroundmusix.com website (the " Site "). Underground Musix is a corporation legally constituted under the Canada Business Corporations Act.

The following is a contract, entered into between Underground Musix and yourself, relative to the Site’s terms and conditions of use (the " Contract"). By accessing the Site and by clicking on " I AGREE ", you agree to abide by the following terms and conditions of use. If you do not want to be bound by this Contract, you cannot use any of the services offered by the Site, including uploading and downloading of musical files.

1. Notice

Underground Musix reserves its right, from time to time and at its sole discretion, to modify, add or subtract any of these terms and conditions of use. In that case, Underground Musix will post the revised version of the Contract on the Site. You shall be responsible to inform yourself of any modifications by consulting the revised version of the Contract. You shall stop using the Site if you do not agree to be bound by the revised Contract. If you continue to use the Site after the modification of its terms of use, you will be deemed to have accepted such modifications.

2. Required age

The services offered on the Site are only accessible to individuals aged thirteen years old or more. In order to accept and conclude this Contract in your own name, you have to be at least eighteen years old. If you are between thirteen and eighteen years old, you must read these terms and conditions of use in the presence of either your parents or your legal tutor which, in turn, shall click on " I AGREE " for you to conclude the Contract.

3. Registration

Anyone who wishes to download musical files from the Site shall register first. The information provided during registration must be exact and valid. For the purposes of the Contract, a user is a person browsing the Site or using the services (in particular, the musical files downloading services) offered on the Site (a " User "). An artist is a person or a musical group that creates an artist’s profile and that uploads one or more musical files on the Site (an " Artist "). For more certainty, an Artist is also a User for the purposes of this Contract.

A person or a musical group that wishes to upload musical files on the Site shall create an "[ Artist Profile ]".

Each musical group shall designate a representative (the " Authorized Representative ") who will be the only person in charge of all correspondence and interaction with Underground Musix. A musical group shall have no more than one Authorized Representative.Each individual Artist shall be considered as an Authorized Representative for the purposes of this Contract. By creating an "[ Artist Profile ]", the Authorized Representative represents and guarantees that he is authorized to act as such by the other members of the group. Only an Authorized Representative may create and subsequently modify an "[ Artist Profile ]" for the account of a musical group. All communication between a musical group and Underground Musix shall be made by the Authorized Representative. All correspondence (including all Artist compensation) sent to the attention of a musical group from Underground Musix shall be addressed exclusively to the Authorized Representative.

The Artist is the only person in charge of the accuracy and the updating of the information he provides to the Site. In the case of a musical group, only the Authorized Representative may modify the information provided and he shall be entirely responsible of its accuracy.

In the case of a musical group, only the Authorized Representative shall be authorized to modify this information be solely responsible for the correctness and updating of the information provided. Furthermore, the Authorized Representative alone shall be allowed to modify this information.

4. Services offered

The Site offers services for the purpose of promoting upcoming musical talents.  The Site allows Users to buy and download musical files uploaded by Artists. The Site also allows Users to listen to musical samples for free.

Uploads by the Artists are free. The Artists can only upload the musical files for which they own all the copyrights, including the right to publicly communicate those works by way of telecommunication, or musical files for which the owner of such rights has consented to the uploading and selling of those files to Users through the Site.

The Site also allows Users to post ads, including the possibility to sell products via "classified ads".

5. Required fees

Underground Musix offers Users the possibility to download musical files for free or at a price set by the Artist (the "Required Fees"). Such price is determined at the Artist’s sole discretion. The Required Fees exclude all applicable sales taxes. 

Subject to statutory resolution rights (if any), all sales are final. As soon as a User has provided his personal information, payment details, confirms the validity of the information by clicking " CONFIRM "and then clicks on [" FINISH "], the purchase cannot be cancelled and the Required Fees shall be billed. Once the payment is completed, a confirmation page will display the details of your purchase and your order number. Keep this number for your records. Click on " PRINT " to print a receipt of your order.

Some Internet service providers may charge additional fees according to the number of gigabytes uploaded or downloaded. Underground Musix shall not, in any case, assume such additional fees.

6. Payment methods

Underground Musix accepts credit card payments. By providing Underground Musix with information relating to your credit card, you certify that you are the legitimate holder of the credit card used to make any payment. Both MasterCard and Visa credit cards are accepted.  An amount equal to the sum of the Required Fees for all of the downloaded files will be charged to your credit card. You hereby agree to inform Underground Musix, as soon as possible, of any modification to the number or to the expiry date of your credit card and/or to your billing address. You hereby also agree to inform Underground Musix, as soon as possible, of the expiry or cancellation of your credit card.

7. Remuneration of the artists

Underground Musix will pay to each Artist a commission corresponding to 50% of the Required Fees for every download of a musical file that the Artist has uploaded (the " Commission ").  Underground Musix will keep the remaining 50% to pay the management costs and banking charges relating to the Site.  The Artist hereby understands and agrees to assume all costs related to the download of a musical file which is subject to any costs, license fees or tariffs payable to copyright management companies or others, as the case may be (the " Other Fees ") (for example, the "Société canadienne des auteurs compositeurs et éditeurs de musique").   Underground Musix reserves the right to require the payment of the Other Fees directly from the Artist (whether by subtracting the Other Fees from Commissions owed or,   in the event that the Other Fees are greater than the Commissions owed, by billing the Artist).  Underground Musix also reserves the right to modify the amount of the Commissions at all times by publishing a revised version of the Contract on the Site. Use of the Site after such modifications are published will be deemed to be an agreement to the said modifications.

The Commissions, as well as the Other Fees are calculated on the last day of March, June, September and December. For instance, for a purchase made on February 20, the Commission will be calculated on the following March 31.  Underground Musix will pay the Commissions within 60 days from the end of each trimester.  The Commissions will be paid by cheque and in Canadian funds. If the Commission owed is less than $20, same will be reported to the following trimester until the minimal amount is reached. At the end of every year, on about December 31, all Commissions owned will be paid even if their amount is less than $20. $.

Payments made by Underground Musix will be made by cheque payable to the Authorized Representative at the address provided in the “Artist Profile”. The Artist acknowledges that he is solely responsible for the declaration and payment of taxes to the appropriate authorities with respect to the revenues generated from the sale of musical files.

8. Sales registry

The Artist will have access, at all time, to the sales registry of his Contributions. The sales registry provides real-time data and is managed by Underground Musix. The Artist may access the details of his account through the " MY COMMISSIONS " link on the Site.

9. Downloaded contributions

Every User hereby acknowledges and agrees that he is solely responsible for the musical files and any other text, image, file or content that he uploads on the Site (the " Contributions ") and for the consequences arising out of their publication. Underground Musix shall not be responsible for any Contribution or for any opinion, recommendation or notice expressed in such Contributions. Underground Musix shall not be held liable in any way with respect to those Contributions.

Any User (including any Artist) represents and warrants that he holds all copyrights and authorizations required to make Contributions and to authorize Underground Musix to use all copyrights or other intellectual property rights relating to the Contributions in order to allow the inclusion and use of the Contributions in accordance with these terms of use.

A User shall remain the owner of all property rights relating to his Contributions. However, by making Contributions, a User grants limited rights to Underground Musix and to the other Users of the Site. A User grants Underground Musix the non-exclusive, transferable right (including the right to grant sub-licenses) to reproduce, distribute, display, broadcast, communicate to the public by way of telecommunications and to save electronically the Contributions on the Site and to create derived works including, but not limited to, the promotion of the Site and the redistribution of all or part of the Site in any format and on any medium.

Moreover, the Artist grants to each User of the Site the non-exclusive, transferable right to access the site’s Contributions (including the musical files), and to use, reproduce and distribute same in accordance with these terms of use.

These rights granted to Underground Musix and to the Users of the Site shall end when the Artist will have removed or deleted the Contribution from the Site.

10. Downloaded content

Every User acknowledges that his use of the Site may expose him to shocking or offending Contributions and that Underground Musix shall in no way be held liable for the contents of the Contributions.

By virtue of this Contract, Underground Musix grants to Users having paid the Required Fees a limited, non-exclusive, non-transferrable and non-assignable personal license to listen to, for non-commercial and for personal and private purposes, copies of all musical files that you are expressly authorized to download from the Site (the " Downloaded Content "). The Downloaded Content is provided " AS IS " without any warranty and is subject to the limitations of warranty and of liability set forth hereinafter.  You hereby acknowledge and agree that you are not authorized to grant sub-licenses, to assign or transfer this license in any way and that no other property right in the Downloaded Content has been or will be granted to you by Underground Musix or by anyone else. You may not modify, change or create derived products from the Downloaded Content. Underground Musix reserves the right to terminate this limited license to use, at any time and without notice, for any reason whatsoever and at its sole discretion.

Users may not attribute their use of the Downloaded Content to Underground Musix and may not suggest that Underground Musix approved their use of the Downloaded Content.

Unless otherwise indicated on the Site and absent any written consent, Underground Musix and the Artists retain all rights, titles and interests relating to the Downloaded Content (except for abovementioned limited license).

11. Content of the Site

Except for the Contributions, all other content available on the Site, including, but not limited to, texts, scripts, graphics, pictures, sounds, music, videos and interactive functions displayed on the Site (the " Contents of the Site ") is the property of Underground Musix or has been granted to Underground Musix by way of a license. This content is protected by copyrights, trademark rights and other intellectual property rights held by Underground Musix, its licensors or assignors. All third-party owned trademarks displayed on the Site are trademarks held by their respective owners.

The Contents of the Site may not be downloaded, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed or used in any other way and for any purpose without the prior written consent of Underground Musix, its licensors or its assignors. Underground Musix reserves all rights to the Contents of the Site that have not expressly been conceded.

12. Violation

Underground Musix acts solely as an intermediary between the Users and the Artists. Underground Musix has no influence whatsoever on the contents of musical files uploaded by the Artists or on any other Contributions uploaded by the Users.

With respect to the use of the Site and the uploading or downloading of Contributions, Users shall not :

• use the Site to diffuse texts, including song lyrics, photographs or any other material that is or may reasonably be considered as pornographic, obscene, humiliating, racist, discriminatory or simply immoral;
• infringe copyrights, distribution rights or any other third-party property right;
• provide false or misleading information;
• communicate to anyone the password related to their profile or use one another User’s password. Underground Musix shall not be responsible for any loss incurred by a User including, without limitation, the use of his profile as a result of the bad use of his password; and
• perform, omit to perform or try to perform any action that may interfere with the operations of the Site or that is contrary to any provision of this Contract.

Any User who witnesses the presence of uploaded files that infringe a copyright or that violate the terms and conditions of this Contract has the duty to inform Underground Musix of such infringement or violation at copyright@undergroundmusix.com or by calling an Underground Musix’s representative at (514) 254-0770 or by writing at :

Underground Musix, inc.
5570, Cartier Street
Montreal (Quebec)  H2H 1X9

Notification of copyright infringement

To notify Underground Musix of any copyright infringement, you must send a written notice to Underground Musix containing the following information :

• identification of the material that is allegedly violated or that is subject to violation and that must be removed or to which access needs to be removed, or any information reasonably sufficient to allow Underground Musix to identify said material;
• any information reasonably sufficient to allow Underground Musix to contact you, such as your address, your phone number and, if available, your email address;
• a declaration stating that you believe, in all good faith, that the use of the material is not authorized by law or by the owner or the manager of the copyrights;
• a declaration stating that the information contained in the notice is true and, subject to perjury, that you are authorized to act on behalf of the owner of the exclusive copyright that has allegedly been violated; and
• a physical or electronic signature of a person authorized to act on behalf of the exclusive owner of the copyright that has allegedly been violated.

Notification of contestation

To send a notice of contestation when you have witnessed the presence of material uploaded in violation of the terms and conditions of this Contract, you must send the following information to Underground Musix :

• identification of the material that allegedly violates the terms and conditions of this Contract and that must be removed or to which access needs to be removed, or any information reasonably sufficient to allow Underground Musix to identify said material;
• an explanation as to how and why the material violates the terms and conditions of the Site.

Underground Musix reserves the right to remove any content of the Site if it was informed and/or if it has reasonable reasons to believe that same violates third-party rights or the terms and conditions of the Contract.

13. Contract coming into effect

The Contract will come into effect as soon as you will have confirmed your acceptance of the terms and conditions by clicking on " I AGREE ".

14. Termination of the contract

Underground Musix or a User may terminate this Contract, at its sole discretion and at any time, by providing the other party a notice by e-mail. In such event, no indemnity shall be asked or payable by or to anyone.

Underground Musix may terminate any profile, remove Contributions from the Site and take all required technical and legal measures to restrict access to the Site to certain Users if Underground Musix considers that their behaviour is incompatible with the terms and conditions of the Site.

If your account remains inactive for a period of 365 days or more, Underground Musix shall be authorized to delete it, at its sole discretion.

If the Contract is terminated, the User shall remain indebted towards Underground Musix for all amounts left unpaid, up to and including the termination date.

All Commissions accrued during the period of the Contract and that remain unpaid shall be paid to the Artist on the last day of the trimester in which the termination notice was given. However, if according to Underground Musix, the Artist violates any of the terms or conditions of this Contract, his profile shall immediately be deleted and no Commission shall be paid.

15. Hypertext links

The Site may provide hypertext links to other websites by allowing Users to leave the Site and accessing third-party sites. Underground Musix may not alter, update or control the contents of these Internet sites that are linked to the Site through hypertext or otherwise. Underground Musix is not responsible for and does not approve the contents of these Internet sites or the products and services that they may offer.

16. Exclusion of warranty

UNDERGROUND MUSIX DOES NOT GUARANTEE OR MAKE ANY DECLARATION CONCERNING THE QUALITY OR THE LEGALITY OF THE PRESENTED PRODUCTS (FOR INSTANCE, IN THE " CLASSIFIED ADS " SECTION), THE VALIDITY OR THE ACCURACY OF THE DESCRIPTIONS, OR ON THE SELLER’S ABILITY TO SELL THE GOODS OR ON THE BUYER’S ABILITY TO BUY THEM. IT IS THE BUYER’S AND SELLER’S JOINT RESPONSIBILITY TO COMPLETE ALL TRANSACTIONS AND, IN CASE OF A DISPUTE BETWEEN THE USERS, UNDERGROUND MUSIX SHALL BE RELEASED OF ANY CLAIM OR DEMAND AND OF ALL DAMAGE THAT MIGHT RESULT FROM SUCH DISPUTE OR THAT MAY RELATE TO IT IN ANY WAY.

WHEN USING UNDERGROUND MUSIX’S INTERNET SITE, INCLUDING MUSICAL FILES, OTHER CONTRIBUTIONS AND INFORMATION DISPLAYED ON THE SITE, YOU AGREE TO DO SO AT YOUR OWN RISK. THE SITE, THE MUSICAL FILES, THE OTHER CONTRIBUTIONS AND THE INFORMATION DISPLAYED ARE PROVIDED " AS IS " WITHOUT DECLARATION OR WARRANTY OF ANY KIND, EXPRESS, LEGAL OR IMPLICIT, AND UNDERGROUND MUSIX HEREBY DISOWNS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT THERETO, INCLUDING ALL IMPLICIT REPRESENTATIONS AND WARRANTIES RELATING TO QUALITY, ADAPTATION TO ANOTHER SPECIFIC USAGE, OWNERSHIP AND COUNTERFEIT. ARE ALSO DISOWNED ALL LEGAL AND USUAL COMMERCIAL DECLARATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDERGROUND MUSIX DOES NOT GUARANTEE THAT THE SITE SHALL CONTINUE TO FUNCTION, OPERATE WITHOUT INTERRUPTION OR BE EXEMPT OF ERROR. UNDERGROUND MUSIX MAKES NO REPRESENTATION CONCERNING THE INFORMATION OR THE POSSIBLE RESULTS OCCURRING FROM THE USE OF THE INFORMATION, THE MUSICAL FILES AND THE OTHER CONTRIBUTIONS OFFERED ON THIS SITE, WHETHER REGARDING THEIR RELIABILITY, THEIR EXACTITUDE OR THEIR ACCURACY.

UNDERGROUND MUSIX DOES NOT GUARANTEE, NOR DECLARE, THAT THE SITE, THE MUSICAL FILES, THE INFORMATION AND THE OTHER CONTRIBUTIONS IT CONTAINS WILL BE FREE OF ANY LOSS, DAMAGE, ATTACKS, VIRUSES, INTERFERENCES, HACKING OR OTHER SECURITY VIOLATION AND UNDERGROUND MUSIX HEREBY DECLINES ANY LIABILITY THAT MIGHT ARISE AS A RESULT THEREOF. IT IS YOUR RESPONSIBILITY TO SAFEGUARD YOUR OWN SYSTEM, INCLUDING ALL MUSICAL FILES PURCHASED ON THIS SITE AND STORED ON YOUR SYSTEM.

17. Limited liability

SUBJECT TO MANDATORY LEGAL PROVISIONS, UNDERGROUND MUSIX SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE INCLUDING, IN PARTICULAR, INDIRECT DAMAGES ATTRIBUTABLE TO THE USE OF THE SITE, OF THE MUSICAL FILES, OF THE OTHER CONTRIBUTIONS AND OF THE INFORMATION PROVIDED ON THE SITE, OR FROM THE USE OF ANY OTHER HYPERTEXT-LINKED SITE, INCLUDING, IN PARTICULAR, DAMAGES RELATING TO COMMERCIAL PREJUDICE, LOSS OF INFORMATION, PROGRAMS OR DATA, LOSS OF PROFIT AND REVENUES, REGARDLESS OF WHETHER UNDERGROUND MUSIX IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Governing law

The terms and conditions of this Contract are governed by the laws of the Province of Québec. You agree and hereby submit to the exclusive jurisdiction of the Courts of the Province of Québec with respect to all matters relating to the interpretation, the application or the execution of the terms and conditions, and to the usage of Underground Musix’s website.

19. Reimbursement policy

10 days.

20. Confidentiality policy

In accordance with the Personal Information Protection and Electronic Documents Act, Underground Musix has created a confidentiality policy and has designated a person in charge of privacy within the company in order to ensure that the personal information of the clients, artists and participants is safeguarded and treated with integrity.

Underground Musix owns multiple services and business models that require that our clients, artists and participants provide personal information. The nature of the required information varies from one service to another. The following list of business models identifies the kind of information required to do business with Underground Musix :

• Sell music (musix) / Buy music (musix) / Place ads / Contact buyer / Contact seller / Contact this artist
• Your name, address and telephone number
• Email address
• Credit Card number
• Information on your vehicle
• Details of your vehicle

Underground Musix can use the information above to offer products or services that may be required by the client or the artist. Your personal information will be shared only with your consent and in accordance with your instructions concerning the required products and services.