1. Introduction
1.1. “Music Gateway is a web platform which is designed to be both simple to use and effective at generating creative and career development opportunities in the global music business. In my experience a lot of time can be wasted trying to find the right person to work with and in breaking through industry barriers to get to those personal milestones. This takes people away from the creative process. With so many obstacles to overcome on the path to success, I wanted to provide a system which handles the legwork and helps people get connected on a global scale with the right talent for their projects. For me, it’s important to remember that making and enjoying music is what drives us and millions of other people each and every day. We hope that Music Gateway will make that musical journey easier and, ultimately, more fulfilling.” Jon Skinner – CEO and Founder of Music Gateway.
1.2. www.musicgateway.com (the “Site” and or the “Company”) is a website operated by Music Gateway Limited, a Company incorporated in England and Wales with registration number 07643390, whose registered office is at 89C Rayleigh Avenue, Leigh on Sea, Essex, SS9 5DL (“Music Gateway” or “we”). Our head office address is 2nd Floor, 40-44 Church Street, Reigate, Surrey RH2 0AJ. Our VAT number is 163407422.
1.3. These Terms & Conditions govern the relationship between the Company and the Registered User in respect of any musical works or sound recordings (‘Songs’) that you submit to us for inclusion in any of the services (“Services”) as defined on www.musicgateway.com, in writing or verbally agreed.
1.4. You and Music Gateway Limited (“Music Gateway” or “We”) agree that your access to and use of the Site is subject to your agreement to the terms and conditions listed below, which will become a binding agreement between you and Music Gateway (the “Agreement”). Music Gateway is willing to allow you access to the Site and is willing to perform the requested services (the “Services”) only upon the condition that you accept all of the terms of this agreement. Please read these terms carefully, including the Definitions section at the end. After reading the terms, if you agree to them, please indicate your decision by clicking on “Continue” after entering your full name and email address during sign-up.
1.5. If you are using this Site, entering into this agreement for the Services, registering and creating a Music Gateway account, and/or providing information to us on behalf of one or more other writers, a group, or a music publisher/administrator or other entity, then you represent and warrant to us that you are duly authorized to do so on behalf of the applicable people or entities and to bind them to this agreement. As used herein, the term “you” includes all such people and entities.
1.6. The Site is available only to individuals or corporate entities that can form legally binding contracts under applicable law. If you do not qualify you must not use the services on the Site.
1.7. These Terms & Conditions (together with the documents referred to below which are accessible by click-through links) set out the terms in which you may use the Site, whether as a guest or a registered user. This includes accessing, browsing, or registering to use the Site.
1.8. Music Gateway’s relationship with you is one of a service provider and nothing in these terms of use shall constitute either of us as partner, agent, or representative of the other.
1.9. Information on the Site is provided on a general non-advisory basis and should not be considered professional, medical, legal, technical, or any other discipline-specific advice. Music Gateway does not have the resources to and does not undertake any obligation to, control, research, verify, validate, or approve content or information that is uploaded onto the Site. Users of the Site should use their own efforts to check that content and information on the Site is accurate and use caution and common sense when using the Site.
1.10. The services provided by Music Gateway to you are for use only under a non-exclusive, non-transferable, and non-assignable license under these terms of use. you do not have the right to copy, sell, or otherwise exploit for any commercial purpose the services.
2. Confidentiality
2.1. You acknowledge and agree that, in the course of negotiating and transacting business with the Company, you may become aware of certain otherwise confidential information related to the Company’s business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential.
2.2. You hereby expressly agree that we shall have the right to provide information relative to the sales and/or performance of your Songs hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.
2.3. Usage of Lyrics is limited to your personal, noncommercial use in accordance with the terms of this Agreement. You may not reproduce (other than as authorized for your own personal usage), publish, transmit, distribute, publicly display, rent or lend, modify, create derivative works from, sell or participate in the sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Lyrics so provided. You agree that you are not granted any so-called “karaoke” or “sing-along” rights to Lyrics and you shall not seek to or remove any vocal track from a sound recording that shall be associated with a Lyric provided to you. You agree not to assign, transfer or transmit any Lyrics to any third party. You agree that you shall not seek to or do anything that will defeat, evade or circumvent any efforts that may be made to protect the Lyrics from any unauthorized usage.
3. Changes
3.1. To These Terms & Conditions
3.1.1. We reserve the right, at our sole discretion, to change, modify or otherwise alter these Terms and Conditions and other Applicable Terms at any time by amending this page. You must review these Terms on a regular basis to keep yourself informed of any changes and you may terminate the Term of this agreement if you do not wish to accept them. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this agreement.
3.1.2. These Terms & Conditions were last updated on 19th December 2023.
3.1.3. These Terms are binding to you at all times and we advise you regularly check this page to take notice of any changes and updates made.
3.2. To The Site
3.2.1. We may update the Site from time to time, and may change content on the Site at any time without notice. Please note that content on the Site may be out of date at any given time, and we are under no obligation to update it.
3.2.2. We do not guarantee that the Site, or any content or information on it, will be free from errors or omissions, however we welcome your feedback. If you do identify errors or inconsistencies or have any suggestions, please let us know. you acknowledge we are under no obligation to amend or change Site content or information in light of this information.
4. Registered Users
4.1. In order to fully enjoy the services provided on the Site you must create an account and become a “Registered User”. As Registered User you will be entitled to:
4.1.1. Receive general updates;
4.1.2. Enter into any of the Services listed in these terms & conditions (provided your Subscription type allows you to do so as defined on our Pricing Page);
4.1.3. Personalise certain areas of the Site such as your personal profile page and upload content as part of your personal Showcase;
4.1.4. Take advantage of any special offers or additional services we may offer Registered Users from time to time at our discretion;
4.1.5. To store online content files within your Subscription and to send that content to third parties outside of the Site;
4.1.6. To create playlists of your content for presentation and display to third parties outside of the Site;
4.2. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party except your authorised representatives. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us by email only using this email address only: Email: [email protected].
4.3. We reserve the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms & conditions or if the Site becomes unavailable for any reason.
4.4. As a Registered User you agree that you are responsible for paying any taxes, including any goods and services or value added taxes or income tax, which may be applicable arising from your use of the Site and you indemnify Music Gateway from any losses, claims or expenses in respect of any such payments.
4.5. We shall have absolute discretion as to whether or not we accept a particular applicant as a Registered User and for participation in the services provided on the Site.
4.6. We reserve the right to block or suspend any Registered User’s use of the Site and the services on it without reason but expressly including if we think that they are violating these terms & conditions, creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
4.7. By creating an account and becoming a Registered User you consent to receiving marketing content and account notifications from Music Gateway through various channels including but not limited to; email notifications and SMS messages.
5. Fees
5.1. Site Subscription
5.1.1. Music Gateway’s Fees are intended to be fair and reasonable and proportionate with the value of the Service(s) being given.
5.1.2. By registering as a Registered User, and providing us with a pre-authorised credit or debit card or other payment method you are authorising Music Gateway to take payment from your pre-authorised credit or debit card or other payment method when due for the Music Gateway’s charges and fees set out below and as they may appear on the Site (as varied from time to time).
5.1.3. To cover the cost of processing credit and debit card chargebacks we will charge the user of the card a fee of £17.00 for a Sterling Trading Account, $25.00 for a Dollar Trading Account and €17 for a Euro Trading Account.
5.1.4. In consideration of the Services rendered hereunder, you shall be limited to the number of Songs that can be applied to the Service from your account and in direct relation to your Subscription Account Type which can be found at www.musicgateway.com/pricing and in cases where there is no limit (unlimited) you must comply with the Acceptable Use Policy. PLEASE NOTE: Our pricing plan is due to change to the following after 10th August 2023. Monthly tiers: Free = £0/$0/€0, Pro = £15/€15/$20, Pro Unlimited = £25/€25/$32 and Annual tiers: Free = £0/$0/€0, Pro = £150/€150/$200, Pro Unlimited = £250/€250/$320. Current users on the free tier will remain free, Adventurers and Influencers will be moved onto the Pro plan and Game Changers will go to our Pro Unlimited account.
5.1.5. You shall pay us a recurring subscription fee via a Payment Method relating to your Account Type as outlined on our Pricing Page. We reserve the right to amend these fees at any time and will notify you if such amendment affects your ongoing subscription or account limitations.
5.1.6. You expressly agree that we are authorized to deduct your recurring subscription fees, any applicable tax and other charges you may incur in connection with your use of the Services directly from your account (i.e. your share of Net Income) or charge such fees to any Payment Method you provide to us. you are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your account by you or anyone else using your account.
5.1.7. You may cancel or change your subscription type at any time by giving notice in your Registered User’s Settings page. Any request to cancel or change your account via [email protected] will not be deemed as a successful cancellation request, it must be done via your Settings page.
5.1.8. You will not be entitled to reimbursement of any pre-paid fees with respect to any terminated Songs. If for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these terms & conditions, we will be entitled to recoup, at our sole discretion, the subscription fee, by any means necessary, including the right to keep your account active and collect any resulting royalties until the subscription fee is fully recouped. It is your responsibility to notify us if your Payment Method has changed by making the appropriate changes to your account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted at our sole discretion.
5.1.9. Where we provide you with unique codes to enable use of the Services, for example, UPC & ISRC codes, these are for your use only and may not be transferred or resold. If transferred or resold, we will charge you Twenty-Five Pounds (£25.00) per code, plus any revenue made by you from such transfer or resale. We may deduct such charges from any Net Income owed to you by us or charge such amounts to any Payment Method you provide to us.
5.1.10. We provide numerous Service options. Certain Service options are provided free-of-charge, while other options require payment before they can be accessed (the “PREMIUM” Accounts). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. We are not responsible for the products and services provided by such third parties.
5.1.11. From time to time, we or others on our behalf may offer trials of PREMIUM Accounts for a specified period without payment or at a reduced rate (a “Trial”). By using a Service via a Trial, you agree to our Promotional Offer Terms.
5.2. General Fees
5.2.1. Our fees can be viewed from our pricing page on the Site here. you should familiarise yourself with these fees and charges before you use the Site.
5.2.2. In consideration of the Services rendered hereunder, you shall be obligated to pay to Music Gateway the fees described in the relevant Registration. When you sign up for the Service, you will be providing Music Gateway with credit card information and authorization to charge your registration fee, any applicable taxes, and other charges you may incur in connection with your use of the Site and Service directly to your credit card account. If, at any time, we are unable to charge or otherwise recover the relevant fees from the credit card provided at Registration, you hereby authorize us to deduct said amounts from any monies then existing or accruing in the future to you in your Music Gateway account (i.e., your share of Net Sums); otherwise, we may suspend our Services and/or terminate the Term.
5.2.3. Your payment to Music Gateway or the third party through which you purchased the Account will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period. We do not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.
5.2.4. If you have purchased a Subscription using a promotion, your subscription will automatically renew after the length of the promotional offer at the normal pricing as outlined on the Site here.
5.2.5. Music Gateway may from time to time make changes to Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or promotions, and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Site after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable Paid Subscription prior to the price change going into effect.
5.2.6. Any missed and/or declined payments will accrue and remain payable. At such time your subscription is cancelled we will stop accruing payments but any outstanding payments from the time your account was active will remain payable. A missed and/or declined payment is not confirmation of your account being cancelled.
5.2.7. If Registered Users upgrade their Project postings we will charge a fee on upgrade. The details of which are displayed within the Site.
5.2.8. Tax rates are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.
5.2.9. The fees and charges set out above are inclusive of VAT (value added tax) or any equivalent taxes which may be payable in addition. If you have a company outside of the UK, you may be exempt from paying VAT. To qualify for exemption, you must own a company which is trading and registered for VAT outside the UK, within the EU or registered in the United States. The settings for exemption are managed from within your Registered User settings on the Site.
5.2.10. For Registered User(s) who are using our Distribution service (Clause 6.7), we have the right to charge additional fees should Music Gateway be charged fees by the third parties. In particular, this is aligned to charges for fraudulent behaviour including but not limited to artificial streaming. Artificial streaming and charges around this behaviour are not defined by Music Gateway but by the third party providers the Registered User has opted to distribute to such as Spotify, Apple Music, Amazon etc. Any administration fees incurred by Music Gateway as well as the charge by the third party will be taken into account when charging a Registered User as deemed appropriate by Music Gateway.
5.3. Refunds
5.3.1. You will be eligible for a full refund at any time within fourteen (14) working days beginning on the day after you receive confirmation of your cancellation of any Service and/or Subscription from Music Gateway. This is provided you have not used any of the Service(s) during this period and this is the first payment made as part of the subscription.
5.3.2. The fourteen (14) day refund policy outlined above is only applicable to the first payment made of your subscription or payment plan. Any payments made as part of your regular subscription fee or payment plan will not be applicable for a refund as part of the contract entered into under these Terms between you and Music Gateway.
5.3.3. Regardless of eligibility, all refunds must be requested made via a form which can be supplied to you by contacting [email protected].
5.3.4. You are able to downgrade or cancel at any time. If you choose to downgrade from a paid subscription to a free subscription on the platform you’ll remain Premium until your next payment is due and a refund will not be applicable.
5.3.5. We reserve the right to refuse a full or partial refund if any items do not meet the above criteria.
5.3.6. If You opt into any service(s) which requires a deposit You acknowledge that the deposit put down for any service is non-refundable in all circumstances, including but not limited to if You decide You do not want or are no longer able to continue with any service they have purchased with Music Gateway. Upon receipt of the deposit, the customer agrees that the deposit funds held by Music Gateway are non-refundable, but can be allocated for other services should You no longer be able to continue with service the deposit was originally intended for.
5.4. Commission Fees
5.4.1. As part of our Service terms a Commission Fee of twenty five per cent (25%) is applicable to all fees as payment for our Service on any and all projects where revenue is generated (excluding royalties and collecting services from Distribution and Publishing Admin which are outlined below).
5.4.2. The Commission Fee is taken from the total revenue generated, not just the revenue for the Registered User. If there are multiple parties involved within a payment process it is the responsibility of the Registered User under our Terms & Conditions to organise whether this commission is split between all parties or taken solely from the Registered User. If Music Gateway is given false or incorrect data to represent the Registered User(s) track by the Registered User, Music Gateway will increase the Commission Fee to fifty per cent (50%) to accommodate for additional time spent on clearance.
6. Services
6.1. In the event that we have, in our good faith and discretion, a reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, we reserve the right to discontinue the posting of any income across all Services to your account and block your ability to otherwise withdraw funds therefrom until a satisfactory resolution of the suspected activities is obtained by us. Furthermore, you agree that such revenues will be forfeited by you if we determine, in our good faith and discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by you or the actions or omissions of your affiliates, any costs incurred by us (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by us from any monies otherwise payable to you hereunder. Certain Third Party(s) may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies if any, and such policies shall be binding upon you hereunder.
6.2. The Service(s) are for your use only and may not be transferred or resold. If transferred or resold, we will charge you any revenue made by you from such transfer or resale. Should you not disclose the additional revenue made from the transfer or reselling of a product we will charge you an additional Sum equalling 50% of the Service cost.
6.3. In the event that the Company is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property rights, or failure to comply with any third-party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that we may freeze any and all revenues in your account that are received in connection with the disputed Songs or other materials submitted by you and that such revenues will be forfeited by you if we determine, in our good faith discretion, they are the result of fraud and/or infringement. Furthermore, if in our reasonable business judgment it elects to engage a lawyer to review and/or respond to such claim, we shall, in our sole discretion, have the right to deduct from your account or charge any alternate payment method you provide to us (such as a PayPal account, credit card or debit card) (each a “Payment Method”) a minimum of Three Hundred Pounds (£300) to offset the costs of associated legal fees and expenses.
6.4. Registered Users are prohibited from under-tendering on Services or attempting to renegotiate fees for work privately to avoid, reduce or exploit Music Gateway’s fees on a Service. We aim to provide a fair and open playing field on the Site and such activities inevitably undermine our business and interfere with the proper running of that marketplace.
6.5. Your Song(s) is only under the terms & conditions for each of these Services as you choose to enter into the Services. All of these Services are opt-in or opt-out at any time with their respective offboarding periods.
6.6. Connections through the Site
6.6.1. By entering into a transaction with another Registered User, you create a legally binding contract with that user, unless the transaction is prohibited by law or by these terms & conditions.
6.6.2. You are responsible for ensuring that you comply with your obligations to other Registered Users. If you do not, you may become liable to that Registered User and Music Gateway. you must also ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you.
6.6.3. If another Registered User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, Music Gateway has no responsibility for enforcing any Registered User’s contractual rights.
6.6.4. We may from time to time take steps to confirm a Registered User’s identity but we do not guarantee a Registered User’s purported identity on the Site.
6.7. Distribution
6.7.1. The rights granted hereunder shall include the sale of Songs by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, cloud services and so-called “disc-on-demand” services. you agree that the internet consumer stores (“Third-Parties”) (e.g., iTunes, Amazon, Spotify, Rhapsody) licensed to exploit your Songs hereunder must be approved by you.
6.7.2. By using our Site and becoming a Registered User, you irrevocably grant Us, throughout the universe (the “Territory”) and during the Term (as defined in below), the non-exclusive right:
6.7.2.1. to sell, copy, distribute and otherwise exploit the Songs by all means and media (whether now known or existing in the future) (“Sale”) through any and all Third-Parties now operational or hereafter available;
6.7.2.2. to collect all income deriving therefrom; and
6.7.2.3. to use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Songs in connection with the Songs and Company’s general business.
6.7.3. In connection with your decision to use the streaming media players, other services, applications or other so-called widgets or applications (the “Streaming Players”) as platforms for users to stream your Songs, you hereby waive any right to digital artist royalties, performance royalties or any other fees or royalties, statutory or otherwise, that we may be obligated to pay you or a third party in connection with the use of such Streaming Players. For the avoidance of doubt, to the extent that you utilize a Streaming Player on your own website or authorize its use on any other website on the Internet, you acknowledge and agree that we are not responsible to make any third-party payments in connection with the Songs and underlying musical compositions which you own and/or control.
6.7.4. To the extent that you elect to use certain Songs from your catalogue to distribute free to any parties (via a Streaming Player, directly through your own website or otherwise), you agree that you will be solely responsible for any of the above referenced third-party payment obligations resulting from such deliveries. Without limiting any of the foregoing, you expressly agree to either waive music publishing royalties (if you own or control such rights) or pay any necessary royalties due to third party music publishers as a result of any such free distribution.
6.7.5. If an audiovisual master is rejected by a Third-Party because it does not meet that store’s technical or editorial specifications, you may be required to pay a resubmission fee before submitting the Song. In the event you are unable or unwilling to correct the errors or quality issues in order to resubmit the audiovisual master, there shall be no refund on previously paid fees – the fees paid for the initial submission and any resubmission are not refundable under any circumstance.
6.7.6. We reserve the right to issue Takedowns of your Song(s) across all Streaming Players at any time at our discretion.
6.7.7. Any change to your Subscription may result in a change to the Distribution Service we’re able to provide you. By accepting these terms & conditions, you accept any changes that come as a result of you making any changes to your Subscription. The Service you’re eligible for on each Subscription is listed on www.musicgateway.com.
6.7.8. Any cancellation of your Subscription, including cancellation as a result of failed payments may result in the issuing of Takedowns of your music across platforms. By accepting these terms & conditions, you accept Takedowns as a result of these changes to your Subscription and understand the consequences Takedowns can have on your Song(s).
6.7.9. You acknowledge that the Payments & Accounting will be as outlined in the Payments & Accounting section of these terms & conditions.
6.8. Publishing Admin
6.8.1. The following outlines the terms of service for the Publishing Admin (“Publishing”). you may only opt into Publishing by reading and accepting these terms.
6.8.2. During the Term and Exploitation Period, you hereby grant to Music Gateway, its successors, licensees and assigns, the sole and exclusive rights of administration, promotion and collection throughout the Territory with respect to one hundred percent (100%) of all of your right, title and interest (“your Interest”) in and to the musical compositions you submit to Music Gateway via the Site (“Compositions”), as permitted via your account on the Site. Except as provided in the preceding sentence, the rights you grant to Music Gateway include, without limitation, the sole and exclusive right, license, privilege and authority throughout the Territory with respect to your Interest in and to all Compositions, whether now in existence or whether created during the Term, as follows:
6.8.2.1. to register the Compositions, if you have not already done so, at your request and on your behalf, with the relevant performance rights organizations (e.g., ASCAP or BMI) and other licensing agencies (e.g., The Harry Fox Agency) in accordance with their then current rules, terms and conditions. If you are already affiliated or registered, we will provide for your signature one or more letters of direction to enable us to administer your account on your behalf during the Term and Exploitation Period. For the avoidance of doubt, we will not be able to start collecting Net Sums on your behalf unless and until the Registration is accurately completed.
6.8.2.2. to perform and license others to perform the Compositions publicly or privately, for profit or otherwise, by means of public or private performance, radio broadcast, television, Internet, mobile telecom, or by any other means or media, whether now known or hereafter conceived or developed.
6.8.2.3. at your request or with your permission, to substitute new titles for any of the Compositions, and to make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of any Composition or new music to the lyrics of any Composition, and to prepare derivative works based on the Compositions, regardless of any so-called “moral rights”.
6.8.2.4. if applicable and at your request and subject to payment of the relevant fee(s) specified in the Registration, to secure U.S. copyright registration of the Compositions on your behalf, including any and all renewals and extensions thereof.
6.8.2.5. to make or cause to be made, and to license others to make phonograph records, master recordings, digital downloads, streams, podcasts, ringtones, transcriptions, soundtracks, pressings and any other mechanical, electrical or other reproductions of the Compositions, in whole or in part, including without limitation, the right to grant licenses to third parties authorizing so-called “sampling” and/or interpolation of the Compositions, and to use, manufacture, advertise, license, sell, or otherwise exploit such reproductions for any and all purposes, including, without limitation, private and public performances, radio broadcast, television, sound motion pictures, wired radio, phonograph records, and any and all other means and devices, whether now known or hereafter conceived or developed.
6.8.2.6. to print, publish, sell and multiply, and to authorize others to print, publish, sell and multiply, copies of the Compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Compositions, separately or together with other musical Compositions, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music.
6.8.2.7. to sublicense any or all of the rights granted herein to any persons or entities, subject to any approvals or restrictions contained herein.
6.8.2.8. to exercise and exploit during the Term and Exploitation Period, exclusively, any and all other rights now or hereafter existing with regard to your Interest in any and all Compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called grand rights and small performance rights.
6.8.2.9. to administer and collect all monies derived from the exploitation of the Compositions during the Term and Exploitation Period throughout the Territory. After the Term and Exploitation Period, we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term and/or Exploitation Period. If we receive monies that were earned after the applicable Exploitation Period for a particular Composition(s) from a third party collection society, licensee or other entity due to their acts or omissions or your failure to notify the relevant third party of the expiration of this agreement, you acknowledge that our receipt thereof will not be a violation of this agreement. We will remit a percentage of your Royalties as defined on our Pricing Page based on your subscription of any such Net Sums to you as and when we would otherwise have accounted to you if the agreement was still in effect.
6.8.2.10. to use the names (real and professional), approved biographical information and approved likenesses of the writers and publishers/administrators of the Compositions (including but not limited to you) solely in connection with the marketing and/or promotion of the Site, our Services and the Compositions delivered hereunder.
6.8.3. You acknowledge that the term of individual licenses may extend beyond the Term and/or Territory hereof and you authorize Music Gateway to enter into such licenses on your behalf.
6.8.4. Cancellation shall be effective at the end of the calendar quarter in which you cancel your account or remove a song(s) from this Service, subject to our post-Term Exploitation Period and collection rights and the rules and regulations of the relevant performance, licensing and other collection rights organizations. Registration fees are non-refundable once paid, however, and you are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your Music Gateway account by you or anyone else using your account. If you fail, or Music Gateway suspects that you have failed, to comply with any of the provisions of this agreement, Music Gateway, at its sole discretion, without notice to you may terminate this agreement and/or your account, in which case you will remain liable for all amounts due under your account up to and including the date of termination. We may also terminate the Term if we no longer provide the Services or for any other reason. After the Term and Exploitation Period, we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term and/or Exploitation Period. We will continue to account to you for all such income.
6.8.5. You acknowledge that the Payments & Accounting will be as outlined in the Payments & Accounting section of these terms & conditions.
6.9.1. By starting a campaign with our Music Promotions team, you agree to be bound by these Terms and Conditions, which you acknowledge you have read and understood.
6.9.2. Any streaming (DSP), radio, press or other related numbers referenced on our emails, Campaign PDF’s or on our website are illustrative of previous campaigns only and should not be considered average numbers, earnings, placements, or promises for actual or future performance. you agree not to attempt to hold us liable for your campaigns results or actions, under any circumstance.
6.9.3. Whilst we will endeavour to execute and deliver your campaign(s) to the best of our ability, you understand and agree that you will not be eligible for any refund(s) because you may deem a Campaign unsuccessful.
6.9.4. If you feel a campaign is not performing as expected, the Music Promotion Managers will be available to discuss your concerns whilst the campaign is running.
6.9.5. A campaign is deemed non-refundable once assets have been collected within the designated folder provided and access has been granted to the relevant areas of a campaign; for example Spotify for Artist access by You.
6.9.6. Split Payments can be agreed upon by the discretion of our Music Promotions Teams. Split Payments allow eligible customers to pay for the total cost of their campaign over two (2) payments prior to the start of the campaign (each an “Instalment” and together the “Instalments”). The Eligibility Period may be shortened or extended by us at our discretion.
6.9.7. The first instalment will be charged to your credit or debit card immediately upon your election to purchase a campaign from our Music Promotions Team. The remaining Instalment will be automatically charged to your stored credit or debit card, without further notice to you on an agreed date. If your card is declined, you will be contacted for an alternative card. If we are not provided with an alternative card within three (3) days of the relevant Instalment due date, your campaign may be cancelled.
6.9.8. If your Campaign is cancelled due to non payment and we believe that monies are owed to us due to work completed on your behalf, we reserve the right to invoice you for any monies due. If this invoice is not settled within five (5) days of the invoice date, your debt will be passed to our Collections department for recovery. This may result in additional charges being incurred.
6.9.9. If your invoice for a campaign is overdue, we will pause your Campaign with immediate effect.
6.9.10. If your invoice is overdue by five (5) days with no contact from you to resolve the delay, a late fee of £50 (Fifty Great British Pounds) will be applied on top of your original invoice amount.
6.9.11. If your invoice is overdue by ten (10) days an administration fee of £100.00 (One Hundred Great British Pounds) will be added on top of the late fee and original invoice amount.
6.9.12. A lack of response or payment fifteen (15) days after the invoice date will create an additional £100.00 (one hundred great British points) cancellation fee which will be incurred on top of what you owe.
6.9.13. Cases that are not satisfied via our accounts team will be progressed to our legal partners to handle.
6.9.14. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
6.9.15. No one other than a party to this agreement shall have any right to enforce any of its terms.
6.9.16. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6.9.17. Questions: If you have questions or comments regarding any of our products or services, please email us at [email protected].
6.10. Sync
6.10.1. The rights granted hereunder shall include the right to exploit the Songs for licensing opportunities and licence the Songs on your behalf, without limitation, in any and all media now known or hereafter devised.
6.10.2. By using our Site and becoming a Registered User, you irrevocably grant Us (and our licencees and agents), throughout the universe (the “Territory”) and during the Term (as defined in below), the right:
6.10.2.1. to negotiate and grant to third parties worldwide synchronisation and master use licences for the use of the Song(s) in any and all audio-visual productions (now known or hereafter invented) originating in the Territory for exploitation by any and all manner and in any and all media and formats (now known or hereafter invented) for any period of time including for the life of copyright and thereafter in perpetuity (or to refrain from doing so at our absolute discretion). You expressly acknowledge and agree that the synchronisation and master use licences to be granted by us pursuant to this Agreement may include the right which shall be unrestricted for our licencees to edit, modify, re-arrange, translate, dub, subtitle, adapt and otherwise alter the Song(s) and to combine the Song(s) with other works of authorship for use in the audio-visual productions at our licencees’ discretion.
6.10.2.2. to collect and receive all synchronisation and master use fees arising from Licences entered into by us pursuant to this Agreement and account to you fee(s) as defined in Clause 7.
6.10.2.3. to use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Songs in connection with the Songs and Company’s general business.
6.10.3. The Term of this representation shall commence on the date your Songs are accepted into the service and be ongoing for the duration you are a Registered User and your Songs are within the Sync service.
6.10.4. When opting a Song(s) into the Sync area you will be given the option to have your Song(s) represented exclusively or non-exclusively.
6.10.4.1. By opting to have your song represented exclusively you agree;
6.10.4.1.1. We (and our licencees and agents) shall be exclusively entitled during the Term and will not enter into any other conflicting agreements of representation.
6.10.4.1.2. We will handle any and all licence requests for your Song(s).
6.10.4.2. By opting to have your song represented non-exclusively you agree;
6.10.4.2.1. We (and our licencees and agents) shall be non-exclusively entitled during the Term and will not enter into any other conflicting agreements of representation.
6.10.5. Following cancellation of your Subscription or removal of the Songs from the Sync service the Agreement will be terminated. If on or before the date of termination we (or our licencees or agents) have commenced negotiations with a third party to licence the Song(s) we will notify you of such fact and the notice period will be automatically extended until the date we (or our authorised licencees or agents) have finalised such negotiations and executed any licences in respect of the relevant Song(s).
6.10.6. All Licences entered into by us during the Term shall remain in full force and effect regardless of any termination of the Term under this clause and we shall continue to administer such Licences and collect all such synchronisation fees payable under such Licences (including any options, extensions or renewals of such Licences during or after the Term).
6.10.7. If Music Gateway or their contracted agents obtains a commercial placement of a Composition or a Master during the Term, or if Music Gateway or their contracted synch agents efforts during the Term result in a commercial placement within twenty four (24) months after the end of the Term, you will grant Music Gateway twenty five percent (25%) of the licensing fee, and grant the rights to negotiate on behalf of you and your composition and master rights in keeping with this agreement.
6.10.8. Following execution of this Agreement, you will be granted access to a Sync area on the Site which will enable you to manage your Songs including any applicable materials associated with Songs that we require and to submit Songs as suggestions to projects being worked on by the team. All Songs and information submitted by you for the Service must be true, accurate and comply with our Acceptable Use Policy.
6.10.9. If a Song(s) information is found to be incorrect either on initial submission or due to a failure to deliver or update a Song(s) information by you, the Registered User and this Song is used for a licence, we reserve the right to charge up to 50% of the licence fee regardless of your Site Subscription to cover any remuneration.
6.10.10. You must specify any restrictions which apply in respect of any Song(s) (for example territorial restrictions or restrictions on the use of any Song(s) in connection with any particular product or service) when you submit the information about those Song(s) in order for the applicable restrictions to apply.
6.10.11. All Recordings must be first class fully edited and mixed stereo recordings which are technically and commercially satisfactory for use in the Service (as determined by us in our sole discretion).
6.10.12. If you fail to provide any information required by us in respect of any Song(s) you may be prevented from using the Service in respect of those Song(s). If any information provided by you is inaccurate this may adversely affect our ability to market and promote the Song(s) and to procure Licences. We reserve the right to reject Song(s) if following submission by you of such Song(s) to us for the Service we (in our sole discretion) determine that any information provided by you in respect of such Song(s) is inaccurate or incomplete in any way or that the applicable Recordings are not technically or commercially satisfactory for use in the Service. In the foregoing circumstances we will flag any errors or omissions on the Site and you will have the opportunity to correct such errors or omissions and re-submit the Song(s) (and the provisions of the previous sentence shall apply to any Song(s) re-submitted by you). We may also (in our sole discretion) amend descriptions of Song(s) submitted by you for the purposes of improving the search criteria for such Song(s) on the Site.
6.10.13. We will use our reasonable endeavours to notify you of any licensing activity relating to the Song(s) and where practicable provide you with reasonable details of any specific Licence (including the licencee, licence fees, proposed usage and media, licence period, and the territory) before granting any Licence. In any event we shall provide such details together with a copy of the relevant Licence within thirty (30) days of executing the same.
6.10.14. If you do not normally reside in the UK we may deduct from sums due to you tax and account to the taxation authorities for tax to be deducted or withheld as required by law. We shall provide you with a certificate or other evidence of any tax deduction or withholding and shall, on request, provide reasonable assistance as may be practicable for you to seek to reclaim such deduction or withholding or obtain a tax credit for the same. If we subsequently receive a tax credit which is actually used in respect of any such deducted or withheld sums we shall credit your royalty account with a pro-rata share of such credit. You agree to complete any tax forms required by us to mitigate withholding tax. You (and all persons with any financial interest in the Song(s)) will account to the appropriate authorities for any income tax, national insurance or similar contributions due in respect of sums payable in connection with this Agreement.
6.10.15.We aim to provide complete transparency in respect of all sums received and costs incurred by us in respect of Licences and the calculation of your share of Net Receipts under this Agreement. You shall have the right to retain a certified independent public or chartered accountant to examine our books and records as the same pertain to our exploitation of Song(s) under this Agreement, provided that such examination must take place during normal business hours, on reasonable written notice to us, not more than once in each calendar year, at your sole cost and expense, not later than two (2) years following the rendering of each statement upon which such examination is based, and only once with respect to any statement. You shall not be entitled object to any statement or to bring any action or claim against us in connection with any royalty accounting unless you commence action within two (2) years from the date such statement was rendered. Any certified public or chartered accountant conducting an audit shall act under a letter of confidentiality in a form satisfactory to us. If you commence any claim or action concerning any accountings rendered by us under this Agreement, said claims or action and the scope of any proceedings shall be limited to determination of the amount of the Net Receipts due for the statements concerned, and neither you nor any entity acting for you or on your behalf shall seek or be entitled to any equitable relief (other than an accounting) or any other relief except recovery of royalties found owing. The recovery of any such Net Receipts shall be the sole remedy available to you by reason of any claim related to our accountings or payments under this Agreement. The foregoing shall not apply if a court of competent jurisdiction shall find that we have committed fraud with respect to our accountings. In the event that any examination reveals an underpayment we shall pay such underpayment to you, to the extent agreed to by us (acting reasonably), and if the underpayment is the greater of ten per cent (10%) of the moneys otherwise due to you for the statements examined and three thousand pounds (£3,000) then we shall also reimburse to you the reasonable costs of such audit actually incurred by you (excluding travel, accommodation and subsistence) up to a maximum of three thousand pounds (£3,000).
6.10.16. During the Term we will use our reasonable endeavours directly and/or through our licencees and agents to ensure that the Song(s) are made available on Platforms for the purposes of procuring licensing opportunities in the Territory. You acknowledge that the music business is a speculative business and so we shall not be liable to you for any failure to procure Licences for the Song(s). You further acknowledge that we shall be entitled to refrain from entering into any Licence if we deem the terms of such licence to be commercially unfavourable or otherwise inappropriate (at our sole discretion).
6.10.17. Unless you notify us at the time of delivery of the Song(s) of any restrictions you wish to place on the Song(s) with regards to any product or service (for example if any Writer does not wish their Song(s) to be used in connection with firearms, tobacco, alcohol, drugs or any other product or service) all Song(s) delivered by you to us shall be deemed fully cleared for synchronisation and master use licensing under this Agreement and we (and our licencees and agents) shall be entitled to make the full complete and unrestricted use of the Song(s) including by associating them with any products or services whatsoever.
6.10.18. You grant to us (and our licencees and agents) during the Term any and all ancillary rights in the Song(s) necessary to enable us (and our licencees and agents) to market and promote the Song(s) throughout the Territory by all manner and in all formats and media for the purposes of procuring Licences including without limitation the right to (and authorise others to) copy and reproduce the Song(s) and:
6.10.18.1. upload and store the Song(s) (in low and high resolution formats) on Platforms and publicly perform, make available and communicate the Song(s) to the public in all formats and media including by way of digital streaming;
6.10.18.2. distribute copies of the Song(s) in any digital or physical format (including by so- called streaming) to third parties free of charge for promotional purposes;
6.10.18.3. allow the Song(s) to be searched for, “read” and “auditioned” by potential music licencees, music supervisors, and producers; and
6.10.18.4. use your (and, as applicable, any recording artist or Writer’s name), professional name, likeness, logos, artwork, biographical materials in all media solely in connection with the exploitation and promotion of the Song(s) pursuant to this agreement. Materials delivered by us (or on our behalf) shall be deemed approved; and you agree that no fee or royalty (including, without limitation, any publishing or performing right payment) shall be payable to you or any third party with respect to such uses.
6.10.19. You irrevocably grant to us all consents and permissions necessary to enable us to make full use of the Song(s) in accordance with this Agreement.
6.10.20. Due to the nature of the uses contemplated by this Agreement and in light of the fact that it may not be technically possible or desirable for you, or any artist, Writer, performer or other contributor to be identified as the owner, artist, composer, writer, producer and/or performer of the Song(s) (as applicable) you irrevocably waive and undertake not to assert or make any claim based on moral or similar rights in the Recordings and the performances and Compositions reproduced thereon (and you must prior to submission of the Song(s) to us procure that the Writer and all performers and other contributors to the Song(s) have granted similar waivers and agreements in writing).
6.10.21. Where the Territory for any Song(s) is part of the world only we shall nevertheless be entitled to grant worldwide Licences for use of the Song(s) in audio visual productions throughout the world (and to collect one hundred per cent (100%) of all synchronisation and master use fees payable under such licences) provided that the applicable productions originate in the Territory.
6.10.22. The publisher (if applicable) and Writer shall be entitled to collect from the applicable Society any and all performance and broadcast income (i.e. the so-called “Publisher’s Share and the so-called Writer’s Share) throughout the Territory arising from the exploitation of the Song(s) under licences entered into by us or our licencees pursuant to this Agreement. The right to perform Compositions embodied in audio-visual productions pursuant to Licences hereunder will be subject to the applicable production having a licence from the Writer’s Society, or its affiliate, in the Territory and payment of such Society’s customary fees. In the event that any productions are performed on stations, networks or other platforms which have not entered into a “blanket” and/or “programme” licence with the applicable Society, this Agreement shall be deemed to constitute a transferable non-exclusive licence for such usage, without limitation or need to pay any compensation whatsoever. You acknowledge that it is customary for synchronisation licences to contain a waiver of mechanical royalties for the distribution of productions in physical formats (including on DVD) and digital downloads and streaming (in each case which may include a waiver of performing right fees in certain countries of the world) and that we and our licencees and agents shall be entitled to grant such any such waiver in respect of Compositions delivered by you without incurring any liability for any publishing or performing right payments in respect of such uses.
6.10.23. We anticipate that the majority of synchronisation and master use licences granted pursuant to this Agreement will be non-exclusive. However in certain instances licencees may request an exclusive licence for the use of certain Song(s) in respect of a particular production. In such instances we will notify you providing details of the proposed exclusive licence and you will have the right to approve any such exclusive licence and if you approve such licence then all relevant terms and conditions of this Agreement shall be deemed automatically amended to incorporate the terms of such exclusive licence in respect of the Song(s) which are the subject of such licence.
6.10.24. You agree to promptly execute or provide any other documents and do any further acts which we or our licencees or agents may reasonably require to confirm the terms of this Agreement or any Licence.
6.10.25. You have a valid enforceable written agreement with (and all necessary consents of and waivers from) every person whose performance or other contribution is embodied in the Song(s) and you shall be solely responsible for any and all payments that may be due to such persons (and you shall provide us with copies of any such agreements if requested by us);
6.10.26. No Compositions or Recordings delivered by you under this Agreement have been re-titled by any person prior to the Term, or will be retitled by anyone during the Term, have been licenced by any person on a royalty free basis (for example including on a royalty free or “synch” free basis) prior to the Term or will be available to any person on such basis during the Term (for the avoidance of doubt the foregoing excludes any royalty free or “synch” free licence granted by you (or your designee) for any promotional video, film, or other audio-visual production relating to the recording artist whose performance is embodied on any Recording;
6.10.27. All Recordings delivered to us have been produced and recorded on a non-union basis. You acknowledge that we (and our licencees and agents) are not a signatory to any collective bargaining or other agreement with any union or guild. Notwithstanding the foregoing, any fees paid to you shall be deemed to apply toward any applicable union or guild minimum dues or fees; and
YouTube & “Micro” Licences
6.10.28. Unless you opt-out, the rights granted to Music Gateway under this agreement include the exclusive right to grant, administer and collect under so-called “micro” sync licences, as that term is understood in the music publishing industry. “Micro” syncs include, by way of example and not limitation, blanket licences for use of Compositions (or portions thereof, including lyrics or metadata) in videos, “art tracks,” and other audio-visual content on social media platforms, within user-generated videos, slideshows, presentations and similar multimedia projects, in software apps, and on video sites and services such as youTube, Vevo, and Vimeo.
6.10.29. With regard to youTube, unless you opt-out of our Service, Music Gateway’s rights include the right to identify, “claim” and “monetize” videos containing your Compositions by allowing the display of advertising, although you will be able to review those videos by logging into your account on the Music Gateway Site and it will be your responsibility to review those videos and confirm that they do, in fact, contain your Compositions. If you are a youTube “partner” and provide us with accurate details identifying your youTube channel, then subject to the rest of these terms, we will “whitelist” and not monetize your channel.
Approvals
6.10.30. Wherever your approval or consent is required pursuant to this agreement, the relevant use shall be deemed to have been denied in the event you fail to respond to a request within three (3) business days of the date of such request.
6.10.31. It is not a requirement under this Agreement for you to maintain professional liability and/or errors and omissions insurance and/or media professional insurance. However, in the event that you do maintain such insurance you shall notify us and you agree that such insurance shall provide cover for no less than one million pounds (£1,000,000) per occurrence and two million pounds (£2,000,000) in aggregate and you agree to add us (and if requested by us our clients and licencees) as additional insureds on such insurance and to provide us with a certificate of insurance and additional insureds endorsement evidencing such insurance coverage and if any such coverage is to be cancelled by you we must be provided with a minimum of thirty (30) days’ written notice.
7. Payments & Accounting
7.1. Music Gateway shall pay a percentage of your “Net Sums,” as defined on our Pricing Page based on your Subscription which, as used herein, shall mean all monies actually received by Music Gateway which are directly attributable to the exploitation of your Interest in the Song(s) based on the Service(s) entered into, less all actual, reasonable, non-overhead costs paid or incurred by Music Gateway solely in connection with the exploitation of the Compositions and the collection of income, including, without limitation, any taxes required to be deducted, and payments to licensees, if applicable (monies received by or credited to Music Gateway directly attributable to exploitation of the Compositions in the United States shall be calculated “at source”). Music Gateway shall retain the remaining Net Sums for its own account as its administration fee.
7.2. In the event that Music Gateway has, in its reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent activities, Music Gateway reserves the right to discontinue posting of Net Sums to your account and to block your ability to otherwise withdraw funds therefrom, until satisfactory resolution and/or explanation of the suspect activities is obtained. To the extent that any fraudulent activities are determined to be caused by your or your affiliates’ actions or omissions, any costs incurred by Music Gateway (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Music Gateway from any monies otherwise payable to you hereunder. Certain of Music Gateway’s licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder.
7.3. You agree that we may freeze any and all revenues in your account that are received in connection with Songs or other materials submitted by you which we believe, in its good faith discretion, violate the terms & conditions, and that such revenues will be forfeited by you if we determine, in our good faith discretion, they are the result of fraud and/or infringement and you will not be entitled to reimbursement of such revenues.
7.4. We will use reasonable endeavours to obtain prompt and correct accounting to us of all fees arising from and of the Services (provided that such reasonable endeavours shall not oblige us to take legal action).
7.5. While you will have daily access to your interim account information via the Site, formal reporting as to Net Income(s) payable by Music Gateway to you hereunder shall be updated by Music Gateway to you within a 30 day period of the reports being received by Music Gateway from Third-Parties.
7.6. We will use reasonable endeavours to provide payment based on reports provided from our Third-Parties within a 60 day period of your request for payment which can be requested via your account on the Site.
7.7. All royalty statements and all other accounts rendered by Music Gateway to you shall be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to Music Gateway within one (1) year from the date rendered. Statements and payments shall be sent in accordance with the relevant instructions in the Registration.
7.8. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) shall be deemed a valid objection.
7.9. Account across each of the Service(s) is variable to the Third-Parties we work with to deliver each Service(s).
7.10. We will endeavour to provide accurate accounting information within a 30 day period of receiving reports and/or licence confirmation from third-parties.
7.11. Payment shall only be made to you if accumulated outstanding earnings exceed 25GBP (Twenty five great british pounds). This threshold shall be carried over until such a time as it is attained. Only monies earned within the preceding months shall be paid and only if received from retailer/licensee. As regards royalty payment to you, any transaction charges shall be passed on. you agree that your user account and revenue may be frozen at the Company’s discretion if the Company believes that materials submitted to the Company by you are illegal, fraudulent or violate the Terms & Conditions of Music Gateway or any of Our partners. If such submitted material is found to be as the previous sentence then service fees paid to the Company and also subsequent royalties shall be forfeited. you agree that royalty payments will only be made once the Company have received appropriate and verified licensing documents to cover the volume of sales in appropriate territories.
7.12. The Company will pay you an agreed percentage (as defined on www.musicgateway.com/pricing) of Net Income unless otherwise agreed for any custom terms, for example, if you have a large catalogue of music, in such event, this will be discussed and agreed and will only affect commercial terms and you shall still be bound by these Terms and Conditions. Net Income will be provided to your account in a timely fashion after our receipt thereof. Once sales revenue has been credited to your account, you will be able to withdraw all or any portion at your discretion in accordance with these Terms & Conditions.
7.13. The Net Income posted to your account may be pooled in a client holding interest-bearing bank account with the Net Income of other customers until you withdraw such funds. you agree that you will not receive interest or other earnings on the Net Income that we handle as your agent in such pooled account(s). In consideration for your use of the Services, you irrevocably transfer and assign to us any ownership right that you may have in any interest that may accrue on Net Income held in such pooled account. In addition to or instead of earning interest on such pooled account(s) we may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Income.
8. Copyright Infringement
8.1. Music Gateway takes alleged copyright infringement seriously. If you believe that any information or material on our Site infringes upon your copyrighted work, please send our Copyright Agent an e-mail or other written notice that includes the following information: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) a description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. As an accommodation to you, we may attempt to resolve any discrepancy on your behalf and with your direction and approval but we are not acquiring the right to enforce your copyrights on your behalf via any legal methods and any such actions shall be handled by you directly and at your sole cost and expense.
8.2. You agree that you will not use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. you acknowledge and agree that we may disable access to and/or terminate your account and/or remove or disable access to any Songs or any associated materials you provide to us in the event that we receive any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.
8.3. You agree that we may terminate your account and/or disable access to your Songs and/or any other materials you provide to us if you violate the terms & conditions or, in our good faith discretion, are believed to be infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity. In such an event, you agree that you will not be entitled to reimbursement for any fees paid by you to us.
8.4. Neither the music, title, lyrics or other material comprising the Compositions nor any part thereof is or shall be a copy of any other copyrighted work, or infringes or shall infringe upon any statutory or common law rights of any third party; or violates or shall violate any statutory or common law. Without limiting the foregoing, no Composition embodies a “sample,” “interpolation,” arrangement, or other portion of a musical composition owned or controlled by a third party.
8.5. All copyrights in and to the Site (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Music Gateway and/or its licensors, who reserve all their rights in law and equity.
8.6. The use of the site or any part of the services, except as permitted in this agreement, is strictly prohibited and infringes on the intellectual property rights of others and may subject you to civil and criminal penalties, including possible monetary damages.
8.7. We reserve the right at any given time to challenge the authenticity of a song and to, if deemed necessary, request proof of copyright to avoid fraudulent behaviour. If you’re unable to provide us with sufficient evidence, we reserve the right to refuse you any and all Services.
8.8. Our Copyright Agent for notice of claims of copyright infringement on the Site is:
Sophie Small, Chief Operating Officer,
Music Gateway Ltd, 40-44 Church Street, 1st Floor, Reigate, Surrey RH2 0AJ
Email – legal@Music Gateway.com
9. Use Of The Site
9.1. Eligibility To Use The Site
9.1.1. By using the Site and, if applicable, by registering as a Registered User (as defined) you warrant to us that you have the right, authority and capacity to agree to and to abide by these terms & conditions and you agree to and will at all times abide by these terms & conditions. We may at our discretion decide whether or not to accept any particular applicant as a Registered User.
9.1.2. If you are using the Site as a business entity, you warrant that you have the authority to legally bind that entity. The Site is available only to individuals or corporate entities that can form legally binding contracts under applicable law.
9.1.3. Use of the Site is restricted to persons aged eighteen (18) years and over. If the person is aged below eighteen (18) years then they must seek consent by a parent and/or legal guardian who does hereby acknowledge that they have read and understood the Site and these Terms and Conditions. The parent and/or legal guardian understands that our Site allows the User to potentially secure connections and general music-related business and the possibility of securing licensing from other Users and or clients of the Site. These licenses of musical copyrights will require professional and legal advice which is the sole responsibility of the User to be sought outside of the Site. If the parent and/or legal guardian requires a better understanding of our Site, we recommend that they contact us for written or verbal confirmation for any queries they may have. We cannot comment on any other User or provide advice other than information relating directly to the use of the Site and its basic understanding.
9.1.4. The views expressed by other users on the Site do not represent our views or values.
9.2. Accessing The Site
9.2.1. We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Site without notice. We will not be liable to you if for any reason the Site is unavailable at any time or for any period.
9.2.2. The Site may be accessed by any computer device, including mobile and tablet devices, however, the Site is designed and tested within most modern browsers, therefore some of the Site features and functionality may not be compatible with older browser types and certain mobile devices or tablets.
9.2.3. You acknowledge and agree that we may include third party advertising, sponsorship and/or endorsements including for any product, service or clause on or in connection with the Site, related material and otherwise in connection with our services in each case at our sole discretion from time to time. We shall be entitled to retain any such advertising, sponsorship and/or endorsement revenues and other proceeds for our sole use and benefit.
9.2.4. You will be asked as part of Registration to select a unique username and password and to provide Music Gateway with accurate, complete registration information to obtain access to the Site and Services. you will be solely responsible for any and all activity transacted and charges incurred under your user name and password, so please ensure that you keep that information confidential and safe.
9.2.5. If at any time your registration information changes or if you learn or suspect that your password has been used or obtained by a person not authorized to use it, please notify Music Gateway immediately at [email protected]. Any materials submitted to Music Gateway will not be returned.
9.2.6. You may not assign or transfer your account, rights, obligations, or interest under this agreement to anyone else unless otherwise agreed in writing by Music Gateway. Any assignment, encumbrance or other transfer of your Interest in any Composition(s) will remain subject to this agreement during the Term and Exploitation Period. A purported assignment, encumbrance or other transfer not in accordance with this paragraph will be void and without effect.
9.3. Uploading to the Site
9.3.1. Whenever you make use of a feature that allows you to upload content to the Site, or to make contact with other Registered Users on the Site, you must comply with the content standards set out in our Acceptable Use Policy.
9.3.2. You warrant that any such content does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
9.3.3. Any content you upload to the Site will be considered non-confidential.
9.3.4. We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Site constitutes a violation of their intellectual property rights, rights to privacy or other rights.
9.3.5. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of the Site.
9.3.6. We reserve the right to remove any content you upload or post on our Site if, in our opinion, it does not comply with the content standards set out in our Acceptable Use Policy.
9.4. Linking to or from the Site
9.4.1. You may link to the home page on the Site, provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it and provided also that any website or location from which you link complies in all respects with our Acceptable Use Policy. Links to or from any other parts of the Site are not permitted without our prior written consent unless the link is to a playlist or shared file from your Registered User Account.
9.4.2. You must not:
9.4.2.1. Establish a link in such a way as to suggest any form of association, approval or endorsement on the part of Music Gateway without our prior written consent;
9.4.2.1. Establish a link from any website or location that is not owned by you (or operated by a third party on your behalf) unless we have given our prior written consent; or
9.4.2.1. Take any action, or allow any third party to take any action on your behalf, that would cause the appearance or presentation of the Site or our services as seen by users linking to the Site to be different from that seen by users who access the Site by hand-entering the applicable URL into a generally commercially available non-customised browser.
9.4.3. If you wish to make any use of material on the Site or if you wish to establish links other than that set out above, please address your request to us at [email protected].
9.4.4. We reserve the right to withdraw linking permission without notice at our sole discretion.
9.4.5. Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information and click-through transactions. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
9.4.6. You should also be aware that our terms & conditions and policies do not govern your use of those other sites or resources and you should review the applicable terms and policies, including privacy and data gathering practices, of any third party sites to which you navigate from the Site or relating to any resources or applications you use or install from third party sites.
9.5. Intellectual Property On The Site And Trademarks
9.5.1. We (and any identified contributors) are the owner or licensee of all IP Rights (as defined below) in, relating to and in connection with the Site, Music Gateway and our services and in the material connected with or published on the Site and including without limitation the name “Music Gateway” and our logo(s), device(s) and get up. Such IP Rights are protected by applicable treaties around the world. All such IP Rights are reserved to us and/or any identified third party contributors (as may be applicable).
9.5.2. For the purposes of these terms & conditions (and the documents referred to in them) “IP Rights” means all patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals of extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
9.5.3. You must not use any materials or content on the Site for commercial purposes without obtaining our or the relevant licensor’s or (where applicable) other user’s prior written consent to do so.
9.5.4. If you print off, copy or download any part of the Site in breach of these terms & conditions, your right to use the Site will cease immediately and you must at our option return or destroy any physical copies of the materials or content you have made and delete any electronic copies you have made. We reserve all of our rights and remedies at law including, but not limited to, seeking injunctions or other equitable relief and/or damages for any breach of the obligations in this section.
9.5.5. You represent, warrant and undertake that you own or have the necessary licences, rights, consents and permissions to grant the rights granted to us.
9.5.6. If you believe that any of your work has been copied in a way that constitutes an infringement of any of your IP Rights or that your rights have otherwise been violated, you should refer to our Copyright and Intellectual Property Policy – Reporting Infringements.
9.6. Viruses
9.6.1. We do not guarantee that the Site will be secure or free from bugs or viruses.
9.6.2. You are responsible for configuring your information technology, computer programmes and platform in order to access the Site. you should use your own virus protection software.
9.6.3. You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. you must not attempt to gain unauthorised access to the Site, the server on which our Site is stored or any server, computer or database connected to the Site. you must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity and contact details to them. In the event of such a breach, your right to use the Site will cease immediately.
10. Grant of Rights
10.1. You grant to us (on behalf of yourself) all necessary consents under the Copyright, Designs and Patents Act 1988 (‘Act’) and any modification or re-enactment thereof to enable us to make the fullest possible use of the Songs in accordance with the provisions of this Agreement including without limitation any and all consents required under Part II of the Act. The Registered User will hold copyright at all times.
10.2. You agree that we reserve the right to reject submissions, take down songs and withdraw unclaimed payouts if an account becomes inactive, cancelled, exceeds distribution limits or incurs a failed payment. Songs may be rejected or taken down if they do not meet our internal requirements for sales/streams or the song or account is in violation of our Terms. Fair usage restrictions apply.
11. Communication with the Company
11.1.1. In addition to Notifications and Service Messages, we may also notify you via postings on www.musicgateway.com.
11.1.2. If you have any concerns about any information or content which is on the Site or complaints about or relating to the Site, please get in touch via our [email protected]. We will endeavor to respond to any concerns and complaints as soon as practicable.
11.1.3. Any legal notices (including any notification of infringement of copyright or other rights) to be given by you to us should be sent by email to our Copyright Agent.
11.1.4. Our Copyright Agent for notice of claims of copyright infringement on the Site is: Sophie Small, Chief Operating Officer – [email protected].
11.2.1. We may alert you to certain changes or modifications to the Site or these terms & conditions by placing a banner notice across the Site pages. Alternatively, notice may consist of an email from Music Gateway to the email address associated with your user account (if any) even if we have other contact information. You also agree that we may communicate with you through your Registered User account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Registered User account or services associated with Music Gateway. Please review your account settings to control what kind of messages you receive from Music Gateway.
11.2.2. We shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Site and its services.
11.3.1. Commentary, content, recommendations and other materials posted on the Site are not intended to amount to advice on which reliance should be placed. We, therefore, disclaim all liability and responsibility arising from any reliance placed on such materials by any user, or by anyone who may be informed of any of its contents.
11.3.2. Nothing contained on, in or in connection with the Site provides or represents expressly or implicitly that any celebrity or other person endorses, recommends or uses any particular product or service and nothing contained on, in or in connection with the Site or our services should be seen as an official endorsement by any celebrity or other person.
11.3.3. We aim to update the Site regularly, and may change the content at any time. If the need arises, we may suspend access to the Site, or close it indefinitely. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.
11.4.1. We may, at our discretion terminate, suspend or restrict your access to the Site or some or all of the Services provided on it without notice to you in the following circumstances:
11.4.1.1. Where we consider (in our discretion) that you are misusing the Site, the Services provided on the Site or other Registered Users or where you are acting in breach of these terms & conditions;
11.4.1.2. Where there is a regulatory or statutory change limiting the ability to provide access to the Site or the services on it; or
11.4.1.3. Where there is an event beyond our reasonable control which 11revents us from providing access to the Site or the services on it.
11.5. Disputes
11.5.1. You may notify us in writing of a dispute using our disputes notification form which can be requested by Email: [email protected].
11.5.2. You may notify us in writing of a dispute using our disputes notification form which can be requested by Email: [email protected].
11.5.3. If we are notified of a dispute we reserve the right to take such action as we deem necessary or appropriate at our discretion. This may include suspending the Service and/or a Registered User’s Trading Account and/or reversing any Interim Payments.
11.5.4. If you are involved in a dispute you release Music Gateway from any and all liability relating to it including any related claims, demands, actions, losses or damages and you indemnify us and hold us and our affiliates, officers and employees harmless from and against any related claims, demands, actions, losses or damages.
12. Other Policies, Agreements & Third Parties
12.1. Privacy Policy
12.1.1. Our Privacy Policy explains how and for what purposes we use the information we collect about you. By using the Site, you consent to such use and you warrant that all information and data provided by you is accurate.
12.2. Acceptable Use Policy
12.2.1. Our Acceptable Use Policy, sets out the permitted uses and prohibited uses of the Site. When using our site, you must comply with the Acceptable Use Policy.
12.3. Copyright and Intellectual Property – Infringements Policy
12.3.1. Our Copyright and Intellectual Property – This Infringements Policy applies to all users of, and visitors to, the Site. By using the Site, you confirm that you accept the terms of this policy and that you agree to comply with them. If you do not agree to the terms of this policy, you must not use the Site.
12.4. Third Party Obligations
12.4.1. You acknowledge that in providing the Services and payments hereunder, we shall be required to enter into certain agreements with various Third Party(s). The selection of these Third Party(s) shall be within the sole discretion of our company. You agree that the Agreement shall be subject to any applicable terms and conditions of such other agreements that we enter into with respect to such Third Party(s).
12.4.2. You expressly acknowledge that certain Third Party(s) may, with respect to audiovisual recordings, require that your audiovisual recordings be made available on their websites at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, the individual Third Party(s) may have the right to discontinue the availability of said audiovisual recordings in their store(s). We will, upon your written request, provide you with the current specifics of such requirements.
13. Miscellaneous
13.1. The Site and Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises, and regulations in connection with your use of the Site and Services, including, without limitation, applicable common law, all relevant statutes, and the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury.
13.2. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and Services:
13.2.1. Disable, hack, circumvent or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any of our content or materials;
13.2.2. Use any metadata, meta tags or other hidden text utilizing our name, trademark, URL or product name;
13.2.3. Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;
13.2.4. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information;
13.2.5. Upload, submit, post, email, or otherwise transmit, via the Site or Services, any Songs or other materials that are, in the sole opinion of our company, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including, without limitation, any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libellous, vulgar or violent or constitute, hate-speech or are otherwise objectionable;
13.2.6. Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any web pages available on the Site, servers or networks connected to the Site or the technical delivery systems of our providers or break any requirements, procedures, policies or regulations of networks connected to the Site;
13.2.7. Attempt to scan, probe or test the vulnerability of any Company system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Site or Services;
13.2.8. Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services;
13.2.9. Attempt to search, meta-search or access the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by us or other generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;
13.2.10. Collect or store personal data about other users of the Site or Services without their express and explicit permission;
13.2.11. Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
13.2.12. Use the Site or Services in any manner not permitted by the terms & conditions; or
13.2.13. Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the terms & conditions.
13.3. We do not guarantee exploitation of the Songs, which will depend on consumer preference, nor on the inclusion or participation of any given Third-Party. We reserve the right in its sole discretion to decline to engage in business with any given Third-Party. Except as specifically set forth in the terms & conditions, we shall have no obligations to you.
13.4. We shall not be deemed in breach of the terms & conditions unless you have given us notice of the breach and we have failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle you to rescind the rights granted hereunder.
13.5. You agree and acknowledge that in no event will we, our officers, directors, employees or agents be liable to you for indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the Site, Services, our products or any of our content, no matter whether the damages are foreseeable and whether or not we have been advised of the possibility of such damages.
13.6. In the event that any provision in the terms & conditions is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
13.7. The failure of a party to enforce any right or provision of the terms & conditions will not be deemed a waiver of such right or provision. You may not assign the terms & conditions (by operation of law or otherwise) without the prior written consent of us and any prohibited assignment will be null and void.
13.8. We may assign the terms & conditions or any rights or obligations hereunder without your consent. The relationship of the parties under the terms & conditions is that of independent contractors and the terms & conditions shall not be construed to imply that either party is the agent, employee, or joint venturer of the other.
13.9. You agree that the terms & conditions and the rules, restrictions and policies contained herein, and our enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and us.
13.10. The terms & conditions, together with the general business policies of our company, constitute the entire agreement between us and you with respect to the subject matter hereof.
13.11. Any notice or other communication to be given hereunder will be in writing and given (i) by us via email (in each case to your email address of record), (ii) a posting on the Site, or (iii) by you via email to [email protected] or to such other address as we may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.
13.12. It is your responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in the format required. you acknowledge that we will not be obligated to furnish its services hereunder until receipt of said materials.
13.13. In very limited circumstances, we may permit you to modify the standard wholesale price you will receive from sales of certain of your Songs by a Third-Party (“Price Variance”), such circumstances to be determined by us in its sole discretion. Further to and consistent with the provisions above, in no event, will we, its officers, directors, employees or agents be liable to you for any claims you may have in connection with any errors occurring in the implementation of such Price Variance, which is not solely and entirely caused by the company’s negligence or error.
13.14. You authorize us to make and perform clips of your Songs up to ninety (90) seconds in length via streaming or download free of charge (the “Clips”) to promote the band, artist and/or Sale of applicable Songs. To the extent that you own or control the publishing rights in the musical compositions embodied in your Songs used in the Clips (the “Compositions”), you authorize us to make and perform clips of your Compositions up to ninety (90) seconds in length via streaming or download free of charge to promote the band, artist and/or Sale of applicable Songs. Said Clips may be created by us or any third party affiliated with us by using any consecutive ninety (90) seconds of the applicable Song(s).
13.15. Music Gateway does not offer any form of insurance or other protection however some forms of payment permitted on the Site, such as credit card, may offer limited protection or chargeback services and you should familiarise yourself with these before proceeding with a transaction of any kind through the Site.
13.16. The Company, in its sole discretion, reserves the right to reject any materials (including, without limitation, Songs, images and/or artwork) that you submit. you agree to submit all Songs, images and artwork at your sole expense, in the format(s) required by the Company. Technical descriptions of such format(s) will be provided to you upon request.
13.17. You acknowledge that any exploitation of the Compositions is speculative and that Music Gateway cannot guarantee that the Compositions will be exploited at all or that any Net Sums will be generated or earned hereunder. you waive all claims and warrant, represent and agree that you will not make any claim, nor will any liability be imposed upon Music Gateway based upon a claim, that more Net Sums could have been generated or better business achieved than that which was actually generated or achieved by Music Gateway and/or its licensees.
14. General Provisions
14.1. Any failure or delay by us in enforcing compliance with these terms & conditions (or the documents referred to in them) shall not be a waiver of that or any other provision.
14.2. If any provision of these terms & conditions (or the documents referred to in them) is deemed to be unlawful, void or for any reason unenforceable then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining terms.
14.3. A person who is not a party to these terms & conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these terms & conditions.
14.4. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these terms & conditions and the documents referred to in them.
14.5. If Music Gateway provides a translation of any English language version of these terms & conditions (or any documents referred to in them) you agree that the translation is provided for your convenience only and that the English language version of such documents will govern your relationship with us.
14.6. Headings in these terms & conditions (and the documents referred to in them) are for reference purposes only and do not limit the scope of extent of this User Agreement.
15. Warranties; Representations; Indemnities
15.1. You warrant and represent that you are at least eighteen (18) years of age, you have the right and authority to enter into this agreement and to grant to the Company all rights specified; all of the Songs, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audiovisuals, images and any other materials furnished by you to the Company or relating to the Songs are owned or controlled by you and the use thereof as described or contemplated herein and/or on the Site and/or consumer stores’ websites shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that the Company shall have the right to exploit the same in any manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity other than the amounts payable to you hereunder.
15.2. You shall defend and indemnify the Company and any of its affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing representations and warranties or any of the agreements contained in these Terms & Conditions, including reasonable attorneys’ fees and expenses.
15.3. The Company shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend the Company at your expense with counsel approved by the Company, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, the Company may, if it so elects, defend itself at your cost and expense and you agree that the Company may require your participation in such defence as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made the Company shall have the right, in its sole discretion, to remove or disable access to the Songs and/or any associated materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to the Company’s prior written approval.
15.4. To the maximum extent permitted by applicable law the Company excludes all representations, warranties and conditions relating to this Site and the use of this Site other than those expressly set forth in the Terms & Conditions (including, without limitation, any warranties implied by law of satisfactory quality and/or the use of reasonable care and skill).
15.5. You agree to indemnify and hold our subsidiaries, affiliates, officers, agents, partners and employees harmless from any loss, liability, claim or demand (including legal fees) arising directly or indirectly from your use of the Site and/or our services, any breach or alleged breach by you of these terms or of use or any representations or warranties made by you or that you give during any application process to become a Registered User.
15.6. You agree that all registration information and other information you submit to Music Gateway is and will remain truthful and accurate. You will notify us promptly if any information changes or needs to be updated. In the event we are put on notice with respect to a discrepancy or any inaccuracy with respect to information provided in the Registration, we shall have the right to suspend payments generated in connection with the Compositions in question until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnity rights as set forth below.
15.7. You have and shall continue to have the full right, capacity, power and authority to enter into and fully perform this agreement. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to Music Gateway under this agreement, or Music Gateway’s enjoyment of such rights and the proceeds thereof as contemplated hereunder.
15.8. The Compositions are and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity.
15.9. Music Gateway shall not be required to make any payments of any nature for, or in connection with, the exploitation of the Compositions except as specifically set forth herein.
15.10. You will not abuse, interfere or attempt to interfere with the proper working of the Site or our Services or any transaction conducted on Site and will not take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure.
15.11. You shall at all times defend, indemnify and hold harmless Music Gateway and its affiliates and their respective members, employees, affiliates, attorneys, representatives, agents, licensees and distributors (collectively, the “Other Indemnitees”) from and against any and all demands and/or claims by third parties and resulting damages, liabilities, losses, costs and expenses, including actual out-of-pocket legal expenses and reasonable counsel fees, arising out of any alleged breach or breach by you of any warranty, representation or agreement made herein, or pertaining to any act, error or omission committed by you or any person or entity acting on your behalf (or on whose behalf you are acting) or under your direction or control. you will reimburse Music Gateway and the Other Indemnitees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim for which Music Gateway or the Other Indemnitees are entitled to be indemnified, or Music Gateway may elect to deduct any such payments from all sums otherwise due you hereunder.
16. Disclaimer And Limitation Of Liability
16.1. Nothing in the terms & conditions shall operate to exclude or limit the liability of us for:
16.1.1. death or personal injury caused by our negligence or the negligence of its employees while acting in the course of their employment; or
16.1.2. fraud or fraudulent misrepresentation; or
16.1.3. any other liability which cannot be excluded or limited under any applicable law.
16.2. Music Gateway cannot guarantee and does not promise any revenue or other specific results from the use of the Site and/or the Services. To the extent these disclaimers and limitations are limited by applicable law, they shall otherwise apply to the fullest extent of the law.
16.3. Material and content displayed on the Site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, our subsidiaries, affiliates, officers, agents, other partners and employees and any third parties connected to us hereby expressly exclude:
16.3.1. All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
16.3.2. Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Site or our services or in connection with the use, inability to use, or results of the use of the Site or our services, any websites linked to the Site and any materials posted on it, including, without limitation any liability for:
16.3.2.1. Loss of income or revenue;
16.3.2.2. Loss of business;
16.3.2.3. Loss of profits or contracts;
16.3.2.4. Loss of anticipated savings;
16.3.2.5. Loss of data;
16.3.2.6. Loss of goodwill;
16.3.2.7. Wasted management or office time; and
16.3.2.8. Any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
16.4. You will not hold us responsible for other user or third party actions or inactions.
16.5. We have no control over, do not guarantee, and you will not hold us responsible for:
16.5.1. The quality, safety or legality of any items or services advertised or recommended;
16.5.2. The truth or accuracy of any recommendations or referrals; or
16.5.3. The truth or accuracy of any information or other content posted on the Site.
16.6. You should not assume that any item or service advertised, listed or recommended is valid and legal simply because it is advertised, listed or recommended on the Site.
16.7. Music Gateway cannot and does not make any guarantees about your ability to get results or earn any money from our services, ideas, information, tools, or strategies through our third-party contacts.
16.8. Nothing on the Music Gateway website, or any of our content is a promise or guarantee of results or potential earnings, and we do not offer any legal, tax or other professional advice.
16.9. We cannot confirm or be responsible for ensuring the accuracy or truthfulness of other users’ purported identities or the validity of the information which they provide to us or post on the Site.
16.10. Regardless of the previous paragraphs, if we are found to be liable, our liability and the liability of other members of our group of companies, our employees, directors and third parties connected to us shall be limited in any twelve (12) month period to the greater of:
16.10.1. the total fees (if any) which you have paid to us in relation to the services provided on the Site which gave rise to the liability; and
16.10.2. £100 (one hundred pounds).
17. Governing Law & Jurisdiction
17.1. These terms & conditions (and the documents referred to in them) their subject matter and any non-contractual disputes or claims arising out of them are governed by English law and are subject to the exclusive jurisdiction of the courts of England and Wales although we reserve the right to bring proceedings against you for breach of these terms & conditions (or any of the documents referred to in them) in your country of residence or any other relevant country in the world.
18. International Use
18.1. If you access the Site from locations outside the United Kingdom you are responsible for compliance with local laws applicable to your access and use of the Site and the services.
