Please read these terms and conditions carefully before uploading any Track. By clicking on the ‘I Accept’ button at the bottom of these terms and conditions you agree to be legally bound by these terms and conditions and in particular you are warranting that you are the Owner of all rights title and interests in the Intellectual Property Rights in the Track and all the components involved in the Track that you wish to upload. If you are not the Owner or the account holder or if you don’t agree with these terms and conditions then you must not upload the Track.
1 Definitions and interpretation
1.2.1 The singular includes the plural and vice versa;
1.2.2 References to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
1.2.3 ‘including\’ (or similar words) means including without limitation;
1.2.4 References to “writing” or “written” include by email;
1.2.5 Clause headings do not affect their interpretation; and
1.2.6 References to legislation (including any subsidiary legislation) include any modification or re-enactment thereof
2.1.1 By you on written notice to expire at any time subject to the provisions of clause 2.2; or
2.1.2 By us on immediate notice at any time at our sole and absolute discretion and without the requirement to give any reasons for termination.
2.2 If you serve notice of termination you acknowledge that Terrabyte Studios may be obligated to supply the Track to a Partner for a period beyond the terms of this agreement and you agree that Terrabyte Studios may continue to supply the Track to such Partner(s) until Terrabyte Studios may withdraw the Track without being in breach of terms of the Partner agreement. Terrabyte Studios will use its reasonable endeavors to do so but you should be aware that if the Partner(s) consent this will still take approximately one to two months for withdrawal of the track from all Partner sites.
2.3 Notice may be served by email by you to [firstname.lastname@example.org] and by Terrabyte Studios to you at the email address provided by you when you register an account with Terrabyte Studios or any subsequent email address that you notify to Terrabyte Studios. Notice is deemed served upon sending without the requirement for a read notice or other confirmation. Please note that any failure to maintain a current email account or to notify us of a change does not affect the validity of service of notice on you by Terrabyte Studios.
3.1.1 To hold, perform, market, publish and distribute the Track in a digital format as part of Terrabyte Studios’ catalog of music for commercial exploitation and sell the Track to customers online via Terrabyte Studios website;
3.1.2 To grant a sub-license/media distribution agreement (on terms to be agreed between Terrabyte Studios and the respective Partner at Terrabyte Studios’ sole and absolute discretion) to Partners of the right to hold, perform, market, publish and sell the Track; and/or
3.1.3 To use such of the Marketing Materials as Terrabyte Studios or a Partner sees fit.
3.2 You shall retain ownership of all Intellectual Property Rights in the Track and the Marketing Materials.
3.3 You waive your moral rights save for the right to be identified as the author or, if a Distributor, attribute the author to the Track.
4.2 Terrabyte Studios reserves the right to withdraw the Track (and the Marketing Materials) from its catalogue and from any of its Partner’s catalogues at any time (in addition to and without prejudice to the rights of termination set out in clause 2.1.2) without notice on the grounds of quality or if there are grounds to suspect that the Track (or the Marketing Materials) infringes a third party’s Intellectual Property Rights.
5.2 Terrabyte Studios will where possible use the Marketing Materials with the Track and procure that the Partners use the Marketing Materials but gives no warranty or assurance and accepts no obligation to use the Marketing Materials other than to credit you or if you are a Distributor, your named author with being the author of the Track in Terrabyte Studios’ catalog if the Track is listed in the catalogue.
5.3 You as the account holder with Terrabyte Studios are the only individual that is permitted to upload Tracks and are responsible for and will be held accountable for any unauthorized use of your account on a full indemnity basis.
6.2 Terrabyte Studios shall pay to you 100% of the Net Revenue for your Track for the duration of this Agreement. Standard Account
6.3 Terrabyte Studios shall pay to you 80% of the Net Revenue for your Track for the duration of this Agreement. Payment Terms
6.4 Terrabyte Studios shall pay all Fees 2-3 months subject to there being a minimum amount of 20 GBP due. If there is less than 20 GBP due then the Fees are not payable and Terrabyte Studios shall withhold payment until such time that there is 20 GBP due and payable to you or termination of this Agreement
6.5 No interest shall accrue on any amounts outstanding.
6.6 All payments shall be made in GBP to a Paypal account or Bank Details that you must establish and notify details of to Terrabyte Studios.
6.7 Terrabyte Studios will make available the details of the downloads of your Track on Terrabyte Studios’ spreadsheet which you will be able to access via your spreadsheet.
7.2 Terrabyte Studios’ liability in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with this Agreement shall not extend to any loss of profits or any special, indirect or consequential loss or damage whatsoever.
7.3 Subject to the provisions of clauses 7.1 and 7.2, in no event shall Terrabyte Studios’ liability (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under this Agreement shall not exceed the total amount received by Terrabyte Studios from you as payments of Fees as part of a premium account or Terrabyte Studios’ commission for sale of the Tracks as part of a standard account.
8.2 For digital download sales in the United States, your payment typically includes the mechanical royalty on the underlying composition. In the case of the iTunes Match service, your payment includes a publishing portion that covers both the mechanical and public performance royalties. If you do not own or control the underlying composition(s) in your sound recording(s), it is your obligation to pay these publishing royalties to the person or entity that does. Outside of the United States, Company customarily requires Consumer Stores to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the Consumer Store concerned from the proceeds payable to Company). If any Consumer Store outside of the United States does not agree to secure and pay for music publishing licenses, Company shall have the right, in its sole discretion, to either (i) decline to license such Consumer Store or (ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such Consumer Store’s Sales, which license fees Company shall have the right to deduct from amounts payable to you hereunder. To the extent that Company is required or elects, in its sole discretion, to pay any of the foregoing amounts, such payments will be deducted from any amounts otherwise payable to you hereunder.
9.1.1 You are acting as principal not agent and have the right, power and authority to enter into this Agreement as the accountholder and without obtain ing any consents of any third parties;
9.1.2 If you are the account holder on behalf of a band or a group, that all individuals concerned have assigned ownership of all rights title and interest in the Intellectual Property Rights in the Track to you and that you do not need to obtain any further consents and further that Terrabyte Studios will not have any obligation to make any further payments;
9.1.3 If you are the Owner that: you are the sole Owner of all rights title and interest in the Intellectual Property Rights in all components of the Track without limit of territory or time period and the Track is your sole and original creation and you do not need to obtain the consent of any licensor of any Intellectual Property Rights in the Track;
9.1.4 If you are the Distributor that: the Track is the sole and original creation of the artist for whom you are distributing the Track and that artist is the owner of all rights title and interest in the Intellectual Property Rights in all components of the Track and you do not need to obtain the consent of any licensor of any Intellectual Property Rights in the Track;
9.1.5 You have not copied any element of the Track or the Intellectual Property Rights in the Track;
9.1.6 You have not charged or assigned by way of security any of the Intellectual Property Rights in the Track;
9.1.7 If you are in a country where it is a legal requirement, that you have registered and will maintain registration of your copyright ownership of the Track;
9.1.8 The Track and/or the Intellectual Property Rights are not subject to any claims or litigation, are free from all liens and encumbrances, do not infringe any rights (whether of intellectual property of otherwise) of any third party or not otherwise unlawful; and
9.1.9 You are the owner of all rights title and interest in the Intellectual Property Rights in the Advertising Materials or if any elements of the Advertising Materials are owned by a third party then your uploading of such Advertising Materials and making available to Terrabyte Studios and Partners pursuant to this Agreement is permitted by and does not constitute a breach of the terms or conditions of any licence agreement.
12.1.1 If Terrabyte Studios is requested to supply your details as part of a third party claim for infringement of Intellectual Property Rights by a Track (or Marketing Materials) uploaded by you, you confirm and agree that Terrabyte Studios may provide all details provided by you to Terrabyte Studios to in relation to your account and such Track (or Marketing Materials) to the person making such request in Terrabyte Studios’ sole and absolute discretion; and
12.1.2 If in Terrabyte Studios’ sole and absolute discretion, Terrabyte Studios suspects that the Track or the Marketing Materials infringe a third party’s intellectual property rights then Terrabyte Studios shall be entitled to supply your details to any intellectual property office, customs, and revenue or law enforcement agency.
13.2 Provisions which by their terms or intent are to survive termination of this Agreement will do so.
13.3 The parties are independent and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
13.4 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.
13.5 No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other’s prior written consent or except as expressly permitted in this Agreement.
13.6 No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each party.
13.7 If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
13.8 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
13.9 This Agreement shall be binding upon, and enure to the benefit of, each of the parties, their respective personal representatives and their respective successors in title.