CoverNet Access Agreement
for A2IM Members
This CoverNet Access Agreement (“Agreement”) outlines the terms and conditions under which MatchTune, Inc. (“MatchTune”) grants access to members (“Client”) of the American Association of Independent Music (A2IM) to CoverNet, a platform developed by Matchtune. The Effective Date of this Agreement is the day the Client registers with MatchTune. MatchTune and Client may be referred to individually as a “Party” or collectively as the “Parties.”
MatchTune provides access to CoverNet, a platform featuring capabilities to identify music covers, AI deepfakes, altered versions of tracks, and more, offering detailed, real-time reporting across major DSPs and UGC platforms.
2. Description of Service
CoverNet is a copyright scanning service designed to detect potential copyright infringements on user-generated content (UGC) platforms and streaming platforms. MatchTune, Inc. employs advanced, proprietary algorithms to scan and identify copyrighted material.
3. Acceptance of Terms
As a member of A2IM, the Client seeks to utilize CoverNet to monitor its creative assets. By using the CoverNet service, Client shall be bound by these terms and conditions. Use of CoverNet by the Client is affirmation that the Client agrees to all the terms and conditions of this Agreement. If such an affirmation is not agreed to by the Client, the Client is prohibited from using the CoverNet platform and related services.
4. Description of Service
CoverNet is a copyright scanning service designed to detect potential copyright infringements on user-generated content (UGC) platforms and streaming platforms. MatchTune employs advanced, proprietary algorithms to scan and identify copyrighted material.
5. Grant of access
MatchTune hereby grants the Client an extended one (1) month trial period for rights to use CoverNet and a twenty (20%) percent discount for the first three (3) months of service under the terms and conditions specified in the Referral Services Agreement between MatchTune and A2IM dated January 29th, 2024.
6. Services Provided
The Client will have access to the following services through CoverNet:
Identification of music covers, AI-generated vocal clones (i.e., AI deepfakes and AI covers), and altered versions of tracks (e.g., adding reverb, changing the pitch, adding distortion, slowing down the tempo, etc.).
Real-time reporting across major DSPs and UGC platforms.
7. Obligations of MatchTune and Client
7.1 MatchTune agrees to (1) provide enhanced support and customer service for the Client; and (2) undertake social media and marketing efforts promoting the relationship with A2IM as a referral partner.
7.2 The Client shall (1) use CoverNet services in compliance with all applicable laws and regulations; and (2) not share access or allow the use of CoverNet by non-authorized users.
8. Prohibited Uses
The Client shall not use CoverNet to scan or submit content that infringes upon the intellectual property rights of others, violates any law, or is otherwise inappropriate. MatchTune reserves https://url.matchtune.com/t/CoverNet-A2IMthe right to suspend or terminate the Client’s access to the service if Client engages in prohibited activities.
Following the trial period, the Client agrees to pay MatchTune for services rendered according to the number of streams tracked and at the discounted rates as stipulated in the Referral Services Agreement. The Client will input their credit card information, but will not be charged until the end of the trial test period.
10. Payment Information Storage
11. Access to Offer
Clients who are A2IM members can access this offer through a special landing page and by using a provided discount code at:
12. Term and Termination
This Agreement continues for a term of one (1) year from the Effective Date (”Term”). The Agreement may be terminated by either Party upon thirty (30) days written notice to the other Party prior to the end of the Term.
13. Copyright Ownership
The Client shall retain ownership of any copyrighted content submitted to CoverNet for analysis. By using the service, the Client grants MatchTune a non-exclusive license to scan, analyze, and store the submitted content for the purpose of providing the copyright scanning service and generating a report for the Client.
14. Meta Data Usage
In addition to the copyright scanning service, MatchTune may collect and use meta data and other statistical tools to assist MatchTune in performing the services for the Client. The Client’s meta data may be used by MatchTune for analytical, insight, bug fixing, and algorithm enhancement purposes. By using CoverNet, the Client consents to MatchTune's collection, processing, and analysis of this meta data. MatchTune owns this meta data and reserves the right to aggregate and anonymize the meta data for statistical, marketing, and research purposes. Additionally, with MatchTune’s ownership rights, MatchTune has the right to make, use, sell, resell, offer for sale, import/export and make derivative works of the meta data to third parties. However, individual Client identities and meta data that is specific to the Client shall remain Confidential Information.
15.1 The Parties shall treat this Agreement and the deliverables developed from this Agreement as Confidential Information until that time in which the deliverables are publicly disclosed. However, the terms and conditions of this Agreement shall continue to remain confidential.
15.2 Confidential Information shall not include information that:
• is or becomes known in the public domain through no wrongful act or breach of this Agreement by the receiving Party;
• is independently developed by the receiving Party prior to, or after the Term of this Agreement; or
• is lawfully disclosed to the receiving Party from a source other than the disclosing Party, where the source of the information is not under an obligation of confidence restricting the disclosure of the information.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, THEIR AFFILIATES, EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, REMOTE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING AND WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT PRODUCTS, LOSS OF INFORMATION, DATA OR CONTENT, LOSS OF REVENUE OR PROFITS OR ATTORNEYS’ FEES, ARISING FROM OR CAUSED BY, DIRECTLY OR INDIRECTLY, REGARDLESS OF WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE AT LAW OR IN EQUITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL BE EFFECTIVE EVEN IF ANY REMEDY IN THIS AGREEMENT OR OTHERWISE PROVIDED BY A PARTY FAILS OF ITS ESSENTIAL PURPOSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
17. Data Privacy and Security
Matchtune commits to maintaining the confidentiality and security of all data processed by CoverNet.
The Client shall indemnify and hold MatchTune harmless from any claims, damages, or liabilities arising out of Client’s use of the CoverNet service or Client’s violation of these Terms and Conditions.
MatchTune reserves the right to modify these Terms and Conditions at any time. Any and all changes and amendments shall be effective immediately upon posting on the CoverNet website. Client’s continued use of the service after the posting of changes constitutes Client’s acceptance of the modified terms.
20. Governing Law
This Agreement shall be governed by the laws of the State of New York, excluding conflicts of law principles. The Parties consent to, and agree that, the state and federal courts in New York county, New York have subject matter and personal jurisdiction over the Parties, and the Parties waive any and all objections as to venue.
Articles 13, 14, 15, 16, 17, 18, 18, 20, 21 and 22 of this Agreement shall survive termination or expiration of this Agreement for any reason.
23. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether verbal or written.