Last Modified: October 2023
These Terms and Conditions act as a binding legal agreement between you and Mh Musik, a limited liability company formed in Delaware USA, regarding the use of our services to distribute your musical recordings to selected digital stores and services, register your works, collect your worldwide publishing royalties (our "Service") and any other use of your recordings and musical compositions by Mh Musik and its licensors as described herein. If you are entering into this Agreement on behalf of one or more individuals, a group or 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 such individuals/entity (i.e. ) linked to this Agreement and that Mh Musik has the full right to rely on that fact (in which case, the term "you" includes all such persons and entities) in our performance under this Agreement.
By accessing or using our Site and/or Services in any manner, you represent and warrant that you have read, understood and accepted and agree to be bound by these Terms, you are accepting the terms and conditions below, therefore, please read them and fully understand before doing so. This Agreement will automatically take effect on the date you register on our site (the “Effective Date”).
Mh Musik DOES NOT TAKE ANY COPYRIGHT OR OTHER INTEREST IN YOUR CONTENT, ONLY A LIMITED LICENSE TO DISTRIBUTE, REGISTER AND COLLECT ROYALTIES ON YOUR BEHALF.
PLEASE UNDERSTAND THAT YOU MUST OWN OR HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL COMPOSITIONS, LITERARY WORKS, DRAMATIC WORKS, SPOKEN WORD CONTENT, ARTWORKS AND ANY OTHER MATERIALS THAT YOU DISTRIBUTE TO THROUGH OUR SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS INCLUDING THE MUSICAL COMPOSITIONS THEREIN AND ELECTRONIC TRANSMISSIONS OF SUCH MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, THROUGH STREAMING SERVICES), AS NECESSARY.
FOR EXAMPLE, YOU MAY NOT DELIVER US ANY REMIX OR RECORDING THAT INCLUDES THIRD-PARTY SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSIONS FROM THE AUTHORS AND OWNERS OF THE APPLICABLE ORIGINAL RECORDINGS. WE TAKE CARE OF THE COVERS OR VERSIONS OF THE MUSICAL COMPOSITIONS, BUT YOU MUST CHOOSE THAT SERVICE IF YOU UPLOAD A COVER OR VERSION. YOUR RECORDINGS OF THE COVERS YOU MAKE WILL NOT BE AVAILABLE IN ANY DIGITAL STORE UNTIL Mh Musik VERIFIES THAT THE APPROPRIATE LICENSES HAVE BEEN CLEARED.
1. THE MH MUSIK SERVICE AND ITS RECORDINGS
A. The Mh Musik Services allow you to upload to our servers digital files containing audio-only musical sound recordings or audiovisual works and the underlying musical compositions, literary works, dramatic works or spoken word content incorporated therein ("collectively, "Recordings") for distribution to your choice of digital stores, streaming services and other digital services within our distribution network ("Digital Stores"; which will include UGC Services [as defined below]), who may place their Recordings made available to its customers and end users ("Customers"). Such musical compositions, literary works, dramatic works or spoken word content embodied in the Recordings are sometimes referred to herein collectively as "Compositions").
B. Recordings must be musical sound recordings in a single track, EP or album configuration (however, please note that digital stores will make their recordings available for customers to purchase or stream as individual tracks, that is That is, you cannot require a customer to purchase or stream an album or EP as a single unit). We generally do not accept or distribute ringtones, audiobooks, spoken word records, digital brochures or other types of content; however, if we decide to do so, as determined on a case-by-case basis in our sole discretion, the terms of this Agreement will apply to such formats.
C. We can currently accept recordings in WAV, MP3, AIFF, CDDA, MP4 (m4a), Windows Media (WMA) and FLAC formats up to 250 MB in size (or up to 24-bit/96 kHz for WAV files). We and/or the Digital Stores may require different file formats or sizes from time to time during the Term, and Mh Musik reserves the right to convert audio files of the Recordings as necessary.
D. When uploading each recording, you must provide us with all accompanying data that we or the digital stores may require (for example, artist name, album title, title of each track, genre), in addition to any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For the purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of "Recordings." We may also ask you to indicate whether the recording contains explicit content, in which case a digital store may label it accordingly.
E. We will automatically generate unique identification codes for each recording and provide them to the digital stores you choose. (ISRCs)
F. Once you have uploaded a Recording to our Site (defined below) for distribution, you may delete it at any time during the Term. However, you cannot delete a single track that was included within an album if you want to do so, you must delete the entire album and then reload the album with that deleted song.
G. Mh Musik reserves the right to edit, repair or format and resize the covers of the releases if it deems necessary, for the correct distribution of the same due to the policies of the digital stores, especially Apple Music.
2. DIGITAL STORES
A. The rights granted by you to Mh Musik are not exclusive. However, please note that if you submit your recordings to the same digital stores through Mh Musik or some other separate service, it may cause complications, duplicates and/or conflicts in such digital stores.
B. We are committed to providing your recordings to digital stores as soon as possible. However, it can take anywhere from 6 days to several weeks for a digital store to integrate, process and make your recordings available to customers, depending on the particular digital store and territory. Please, be patient.
C. Each Digital Store will determine its pricing to its Customers, as well as the format or media and other terms on which it offers recordings (including its Recordings) to its Customers, in its sole discretion and in accordance with its business model. For example, in some cases, your Recordings may be available for permanent digital download on a per-unit payment basis, in others, Customers may pay a monthly subscription fee to be able to temporarily stream or download your Recordings along with other recordings. As an additional example, Digital Stores may also offer your Recordings for free on a promotional basis, alone or in conjunction with other recordings, may include (or decline to include) your Recordings in marketing promotions, may create editorial content about your Recordings and featured artists, may group Recordings by genre or other designation, may create and allow Customers and others to listen to free preview clips of their Recordings, all at their discretion.
D. We are not responsible for what digital stores do and by opting for a particular digital store, you agree to make your recordings available to its customers in accordance with its pricing structure and other practices and policies from time to time.
E. We will distribute your recordings to selected digital stores worldwide. The “Territory” of this Agreement is the universe, except where indicated with respect to certain territories outside the United States.
By opting into a Digital Store, you warrant to Mh Musik that you have read, understood, and agree to be bound by all of the terms and conditions of that Digital Store, and that you and your Recordings and other content will fully comply with those Terms and Conditions.
3. ACCOUNT AND PERSONAL DATA
A. The data that will be collected from the user (you) when you register in our service will be the following:
A username and password
Your name and last name
Other optional data we collect if you wish:
Bank account number (which will only be used to transfer user-generated royalties to your personal bank account.)
This data provided will provide you with access to an online user panel for your personal account on our website, currently www.mhmusik.com (our "Site"). Please keep your username and password safe and secure, as you will be solely responsible for any Recordings or other content uploaded to the panel and for all financial transactions and other activities conducted through your account. We will not be responsible for any activity conducted through your account as your account is kept private and for your sole use.
B. The use of personal data provided by the user will be used with full responsibility and in a confidential manner with the sole purpose of knowing our users, having a way to contact the user and being able to transfer the profits that our users have obtained through through our platform to your personal bank accounts.
C. We also undertake not to share our users' personal information with third parties, unless the user themselves has authorized it in writing via email.
D. At the time of registration, you choose which level of user account you would like to purchase, depending on your budget and the level of services you desire.
E. Your monthly or annual registration fee must be paid with a valid credit card or Paypal account and as described below in "Term", will automatically repeat Monthly or annually until you manually cancel the Term of this Agreement at through your user account on our platform, as follows: log in to your app.mhmusik.com account and go to, "My account" > "Membership" > "Manage" If this way is not easy for you, you can Do it via email in communication with our team in charge.
F. You must maintain a valid credit card or PayPal account with us throughout the Term. We currently accept Visa, MasterCard and American Express, but we reserve the right to add or change payment methods during the Term. You expressly authorize Mh Musik to charge the applicable amount, plus applicable taxes, to the credit card you provided or, at our sole discretion, to deduct any such amounts due from your royalties. Refunds are at the sole discretion of Mh Musik. Additionally, if you owe fees or other amounts to Mh Musik, we may deduct or offset such amounts from any current or future payments to you, in addition to our other rights and remedies.
G. If the user wants to delete personal data from their account or delete their account permanently, they only have to go to the administrative panel (app.mhmusik.com) or to the mobile app (Mh Musik), log in, click on "My Account" and there they will find the option to delete data as well as a button to permanently delete the account. When you click on the delete account button, you will be prompt with a warning window before erasing because after accepting the warning all your information will be deleted and cannot be recovered, that includes all of your releases, your statistics, sales reports, payment details received, etc.
A. The term of this Agreement (the "Term") will begin on the Effective Date and continue monthly or annually automatically.
B. The Term will automatically renew at the end of each month or annual contract period (and your credit or debit card will be charged accordingly) unless you cancel your account before the end of the current contract month or year through your account in the user panel on the site.
C. If you need to cancel your plan for any reason, you can do so. But you should keep the following in mind; Your benefits will become those of a regular member if you cancel your membership. Your releases will remain in stores (they will not be removed) unless you wish to remove them. Intellectual work registrations will not be free if you cancel your membership. Remember that by being an active VIP member of this page, you can use all our services mostly for free. As for YouTube, Tiktok, Facebook and Instagram marketing and promotion services, VIP memberships include a fixed discount all the time while your membership is active.
D. If you are not a VIP member and use our services, your songs will always be in digital stores and you will continue to receive your royalties unless you decide to remove it from stores.
5. GRANT OF RIGHTS
A. So that we can provide the Service and distribute your Recordings (which, solely for clarity and as a reminder to you, include Compositions) and related content to your selected Digital Stores through our Service on the Mh Musik site and/or digital platforms, including, but not limited to, (collectively, "Mh Musik Sites"), our attorneys and the Digital Stores need us to confirm that you grant us the non-exclusive and sub-licensable right and license during the Term and throughout the Territory for:
I. reproduce and distribute your Recordings to Digital Stores for reproduction and/or digital downloads to your Customers using any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, but not limited to, permanent downloads, temporary or "connected" downloading, interactive and non-interactive streaming, "scan and compare" services, "cloud" services, digital jukeboxes, digital and online/wireless karaoke services, commercial establishment back-end services , audiovisual and home exercise background services and other audiovisual services) for any and all compatible devices (including, without limitation, personal computers and tablets and smartphones), in each case as now known or in the future. Without limiting the foregoing, you acknowledge that the foregoing rights include the rights to allow Digital Stores and/or their users to synchronize your Recordings in timed relationship with visual images, and any performance and reproduction rights necessary for the operation of such Digital Stores.
II. create, reproduce, publicly perform and make available, and authorize digital stores to reproduce, create and publicly perform and make available, free preview clips of your recordings via the streaming format, whether on the sites of Mh Musik or through digital stores.
III. collect revenue from the Digital Stores from the exploitation of your Recordings (and collect revenue after the Term from the exploitation of your Recordings during the Term)
IV. notify digital stores and other third parties of our rights and relationship under this Agreement, and to include your name and logo (if you have one) on any list of Mh Musik licensors.
B. You also grant us and your selected Digital Stores the right and license during the Term and throughout the Territory to take all actions desired or necessary to effectuate the foregoing rights and to distribute your Recordings and Materials as contemplated herein Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as required by our agreements with such Digital Stores, as modified from time to time during the Term. You understand that Digital Stores may grant Customers rights to use their Recordings beyond the Term of this Agreement, including perpetual rights. As stated above, Digital Stores and/or we may refuse to distribute or exploit any Recordings or other Materials (or remove any Recordings that have already been distributed or offered to Customers) in our reasonable commercial judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials you provide to us.
6. YOUR RESPONSIBILITIES
A. You are solely responsible for and must have obtained all necessary rights, licenses, waivers, releases and permissions, including, without limitation, all music publishing rights and licenses to distribute, reproduce, display, publicly perform, synchronize with audiovisual works or otherwise exploit the Compositions (including the lyrics of such Compositions), throughout the Territory for all Recordings and other Materials in order to allow Mh Musik and its selected Digital Stores to fully exploit all of its rights hereunder free of claims, liens or other restrictions. Your upload of Recordings and delivery of any other Materials will be your unconditional warranty and representation to us that you have obtained any and all rights required and necessary for Mh Musik and its selected Digital Stores to sell, distribute, publicly perform, promote and exploit such Recordings and Materials as contemplated by this Agreement, including waiving all so-called "moral rights", under the laws of any jurisdiction, on behalf of yourself and any and all contributors involved in any way with the creation and delivery of your Recordings.
B. Without limiting anything in this Agreement, you are solely responsible for and shall promptly pay (i) any and all royalties, including, without limitation, all mechanical royalties and sync fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other participants in royalties from the sales, licensing, performance and/or other exploitation of your Recordings and Materials, (ii) any and all royalties, including, without limitation, all mechanical royalties and synchronization fees, which you may pay to the owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions incorporated in your recordings, (iii) all payments that may be required under unions, guilds or other collective bargaining agreements applicable to you or third parties, and (iv) any other royalties (including, without limitation, mechanical royalties), fees and/or sums payable with respect to the Recordings or Materials, including, without limitation any limitations and royalties that may be required to be paid, in accordance with the applicable laws of any jurisdiction, as a result of exploitations authorized by Mh Musik or its selected Digital Stores of your Recordings (including, for clarity, Compositions) for such purpose . called performer rights, equitable remuneration rights or related rights, regardless of how they are characterized by local law. If any part of your Recordings is administered now or in the future in any territory(s) by any PRO, you are required to notify such third party PRO of this Agreement. You understand and acknowledge that Mh Musik will not make any such payment on your behalf or otherwise. WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED ATTORNEY BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDS TO OUR SERVICE.
7. PAYMENT AND ACCOUNTING TERMS
A. VIP members will receive 100% of Sound Recording royalties and 99% of Publishing royalties if using BMI, if using ASCAP and not having an ASCAP publisher account, You will receive 50% in ASCAP of said royalties until you register a publisher account with ASCAP (please notify us via email when you do so if this is the case for you). Non-VIP customers will receive 95% of Sound Recording royalties and 99% of Publishing royalties if using BMI, if using ASCAP and not having an ASCAP publisher account , you will receive 50% in ASCAP of such royalties until you register a publisher account with ASCAP (please notify us via email when you do so if this is the case for you). This policy will be subject to change depending on the conditions or special treatments that clients reach with the company (Mh Musik).
B. You understand and acknowledge that digital stores may retain for themselves a portion of the revenue they receive from customers and may deduct or withhold sums from the amount they report to Mh Musik. Sums retained by digital stores may include, without limitation, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. Mh Musik will have the right to rely on reports, payments and accounts received from digital stores. Any objection relating to any accounting statement or any claim arising therefrom must be made (and/or suit commenced) no later than one (1) year after the date the statement was filed, and you waive any deadline. longest prescription period that can be afforded. by law. You will not have the right to inspect or audit our books and records, or those of the digital stores.
C. Mh Musik makes payments via PayPal and bank transfer among other methods and may deduct fees incurred by Mh Musik when remitting payment. YOU MUST BE APPROVED BY MH MUSIK FOR ALL OTHER PAYMENT METHODS BEFORE RECEIVING PAYMENT FROM MH MUSIK. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOUR PAYMENT METHOD IS FUNCTIONAL. During the Term, we may change or add additional payment methods. Mh Musik also communicates with you via email, so YOU MUST ALSO PROVIDE MH MUSIK WITH AN ACTIVE EMAIL ACCOUNT TO RECEIVE IMPORTANT NOTICES FROM MH MUSIK, and you are responsible for ensuring that the email account is active, can receive emails from Mh Musik and that your email address registered with Mh Musik is up to date.
D. Once we receive a payment from a digital store, we will notify you through your Mh Musik account control panel. You must then accept and affirmatively withdraw payment from your Mh Musik account so that we can transmit royalties to you. We will also make available to you through your user panel the financial statements we receive from the selected digital stores for the corresponding period. The user can download a complete statement with all the details of the accounting status of their music in CSV format from their user account on our platform. If your account is held in the name of a group, company, partnership or anything other than yourself, then you will be responsible for paying anyone else. We will only make payments to the individual account holder or any payment account holder you have specified in your Distributions panel.
E. If we receive a claim or notice or reasonably suspect that any of your Recordings or Materials or your use of our Site or Service violates any agreement, violates the rights of third parties, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the Recordings or Materials (including, without limitation, ownership or payment of money), or that your activities involve misrepresentation, misconduct, deception, fraud or other inappropriate conduct, in addition to any other rights and remedies available , we have the full right to suspend or terminate the distribution of your Recordings and/or the Term of this Agreement and/or withhold payment of money to you in an amount reasonably attributable in our discretion to such Recordings, Material and activity until and unless that any and all claims or other conduct are resolved favorably to our reasonable satisfaction, and we may deduct from your payments our related attorneys' fees and related legal costs. You will lose any money that is attributable to your fraud, infringement or other illegal activity.
8. REPRESENTATIONS AND WARRANTIES; COMPENSATION
A. You represent and warrant to Mh Musik that: (i) you are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement; (ii) you own or are fully vested with the copyright and other rights necessary to grant the rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by Mh Musik, its Digital Stores selected, and our and our respective permitted successors and assigns will not violate or infringe any applicable law, rule or regulation or the rights of any third party; (iii) has secured all necessary third party rights grants, consents, licenses and permissions, including, but not limited to, mechanical, synchronization and any other licenses from copyright holders or owners, to grant all rights and licenses and otherwise fully comply with all obligations hereunder. , and will make all payments and comply with all of its obligations under this Agreement; (iv) your Recordings and Materials, including, without limitation, all visual content incorporated in your audiovisual Recordings, will not, and the authorized use thereof by Mh Musik, the Digital Stores and its Clients will not infringe any copyright , trademark or other intellectual property or other rights (including, without limitation, 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 errors, viruses, Trojan horses or other defects or harmful elements or digital rights management restrictions.
(vi) There are no actual or potential claims, litigation, administrative proceedings or other actions with respect to the Recordings or Materials or otherwise adverse to the 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 it as soon as possible during the Term; (viii) Mh Musik will not be liable for any payment other than those specified in paragraph 7.a above in relation to the Recordings and Materials; (ix) you will use the Site and the Service only in accordance with this Agreement and not for fraudulent, infringing or inappropriate purposes; (x) any sale, assignment, transfer, mortgage or other grant of rights in relation 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 do any act that materially interferes with or is inconsistent with the rights granted to us hereunder; (xii) you undertake and agree not to make any claim or bring any legal action related to this Agreement, against any Digital Store or UGC Service provided that such entities do not infringe the rights that you have granted to Mh Musik hereunder; and (xiii) you have read and understood this Agreement and have had the opportunity to consult with independent legal counsel in connection therewith.
9. NO WARRANTIES; LIMITATION OF LIABILITY
A. THE SITE AND THE SERVICE ARE OFFERED AND PROVIDED TO YOU AS IS. MH MUSIK MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE AMOUNT OF INCOME THAT MAY BE EARNED OR PAID TO YOU HEREUNDER, OR AS TO THE CONDITIONS, QUALITY OF OPERATION, CONTINUED PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR SITE OR SERVICE. WE DO NOT WARRANT THAT ACCESS TO OR USE OF THE SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
B. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MH MUSIK NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, REPRESENTATIVES OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, UNLIMITED EXEMPLARY, INCIDENTAL OR AGENCY LOSSES, LOSS OF SALES, LOSS OF DATA OR LOSS OF GOODWILL, DUE TO ANY ACTS OR OMISSIONS OF DIGITAL STORES OR ITS CUSTOMERS, IDENTIFICATION SERVICES, OR FROM 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 HAS FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MH MUSIK'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY DUE TO YOU PURSUANT TO PARAGRAPH 7.a ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MH MUSIK AND YOU.
B. The waiver by one party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is held invalid or unenforceable pursuant to a court decree or decision, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited only to necessary or replaced by an enforceable provision that most closely matches the commercial intent of the parties.
C. Mh Musik will not be liable for a curable breach of this Agreement unless you provide us with written notice specifying the alleged breach which we confirm receipt, and we fail to cure such breach within ninety (90) days thereafter.
D. We may send all notices and communications to you via the email address or postal address associated with your account and/or through your dashboard account on the Site. All notices to Mh Musik will be sent to email@example.com.
E. You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent, and any purported attempt to do otherwise will be null and void. We may assign, delegate, pledge, charge, sublicense and otherwise transfer this Agreement and/or any or all of our rights and obligations to operate the Service and the Site. This Agreement will be binding upon and inure to the benefit of the parties and their respective assigns and successors in interest.
F. We reserve the right to modify, discontinue or terminate the Service at any time without prior notice. We have no obligation to provide the Service on an ongoing basis or at all.
G. The relationship 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 an agent, partner, employee or representative of the other.