TERMS OF SERVICE

These Terms of Service are a legal agreement between You and the Distributor regarding the use and operation of the Platform and provision of the Services.

Your access to the Services is permitted by the Distributor on the basis that You have accepted these Terms of Service. If You do not agree to the Terms of Service, You are not permitted to access the Services in any manner. If You do access the Services (whether You make use of the Services or not), You are deemed to have agreed to these Terms of Service in their entirety.

1.1               Services

If You create an Account on the Platform and comply with these Terms of Service, then You may access the Services from time to time.

For the avoidance of doubt, You may elect at your absolute discretion to use all or some of the Services (for example, you may elect to use only the Digital Distribution Service and not the Publishing Service or the Support Service).

1.2               Changes

The Distributor has the right in its absolute discretion to make any changes to the Platform and/or the Services at any time including any action to modify, amend, suspend or discontinue all or any part of the Services offered by the Distributor.

1.3               Intellectual Property

The Distributor owns all rights in the Platform and the Services including (without limitation) all Intellectual Property Rights. You agree not to copy, distribute, modify, or make derivative works of the Platform or any of the Services, or use any of the Distributor’s Intellectual Property Rights in any way not expressly permitted by the Distributor.

2.1               Application

(a)                This clause 2 applies only if you have elected to use the Digital Distribution Service by Delivering a Record Release to the Platform, and will cease to apply from the date that is thirty (30) days after the date that you remove all of Your Record Releases from the Platform (save for the collection of any residual income in accordance with clause 5.1(b)). 

(b)                You may remove a Record Release from the Platform at any time for any reason.

2.2               Appointment

For the period of time that this clause 2 applies, You appoint the Distributor and its Service Partner’s as Your non-exclusive agent within the Territory to:

(a)                distribute the Record Releases Delivered by You to the Platform through the Digital Distribution Service; and

(b)                collect all Income derived in connection with Your use of the Digital Distribution Service.

2.3               Licence

For the period of time that this clause 2 applies, You grant the Distributor and its Service Partners an irrevocable, non-exclusive, sublicensable licence within the Territory to:

(a)                distribute the Record Releases Delivered by You to the Platform through the Digital Distribution Service; and

(b)                reproduce, advertise and publicise the Marketing Materials as provided by You that are associated with the Record Releases Delivered by You into the Platform.

2.4               Rights

For the period of time that this clause 2 applies, You grant to the Distributor and its Service Partners the right to do all things necessary and convenient within the Territory to provide the Digital Distribution Services, including (without limitation):

(a)                the right to distribute, reproduce, disseminate, sell, transfer, make available, communicate, promote, advertise, alter and otherwise use and exploit all or any part of a Record Release Delivered to the Platform by You; 

(b)                the non-exclusive right to reproduce and use the Marketing Materials and/or Metadata in connection with the rights granted herein.

2.5               Artist Approval

The Distributor will obtain Your prior written consent in respect of each of the following:

(a)                any alteration to a Record Release (except where such alteration is for the purpose of creating edits for timing purposes);

(b)                compilation or sample licences;

(c)                 Marketing Materials (provided that any such Marketing Material Delivered by You to the Distributor shall be deemed approved for the purposes hereunder); and

(d)                synchronisation licences of the Releases with visual images including films, television programs, video games and advertisements (excluding for promotional purposes).

2.6               Mechanical Rights

Where you have not elected to use the Publishing Service, the Distributor shall not be responsible to administer mechanical licensing on Your behalf and, to the extent that any Digital Service Provider authorised by the Distributor to distribute a Record Release does not agree to be responsible for obtaining and paying for mechanical, public performance or other clearances and licences from rights holders of the musical composition as embodied on a Record Release necessary in connection with exploitation of the Record Release, You will be responsible for obtaining and paying for such clearances and licences.

3.1               Application

Subject to subclause (b), this clause 3 applies only if:

(a)                the Distributor has made the Publishing Service available to You; and

(b)                You have elected to use the Publishing Service by Delivering a Composition Release within the Platform and will cease to apply from the date that is thirty (30) days after the date that you remove all of Your Composition Releases from the Platform (save for the collection of any residual income in accordance with clause 5.1(b)). 

3.2               Appointment

For the period of time that this clause 3 applies, You appoint the Distributor and its Service Partner’s as Your non-exclusive agent within the Territory to:

(a)                publish the Composition Releases Delivered by You within the Platform through the Publishing Service; and

(b)                collect all Income derived in connection with Your use of the Publishing Service.

3.3               Licence

For the period of time that this clause 3 applies, You grant the Distributor and its Service Partners an irrevocable, non-exclusive, sublicensable licence within the Territory to:

(a)                publish the Composition Releases Delivered by You within the Platform through the Publishing Service; and

(b)                reproduce, advertise and publicise the Marketing Materials as provided by You that are associated with the Composition Releases Delivered by You into the Platform.

3.4               Rights

For the period of time that this clause 3 applies, You grant to the Distributor and its Service Partners the right to do all things necessary and convenient within the Territory to provide the Publishing Service, including (without limitation):

(a)                the right to distribute, reproduce, disseminate, sell, transfer, make available, communicate, promote, advertise, alter and otherwise use and exploit all or any part of a Composition Release Delivered into the Platform by You;

(b)                the right to reproduce and exploit the Compositions by means of mechanical reproduction by way of a record or any other sound bearing contrivance, or visual image producing contrivance or device now known or hereafter to become known;

(c)                 the right to Deliver (or cause the registration of) a Composition Release Delivered within the Platform by You with any Collection Society;

(d)                the right to print, publish, sell, dramatise, use and licence all uses of the Composition Releases Delivered within the Platform by You;

(e)                subject to the rights of any Collection Society, the right (including the right to licence to third parties) to perform, broadcast and communicate to the public all or any part of a Composition Release Delivered into the Platform by You;

(f)                  the right to broadcast or communicate a Composition Release by means of radio or television or by any other means whatsoever; 

(g)                the right to make adaptations and arrangements of and alterations and additions to a Composition Release, including the right to add lyrics or new lyrics thereto to provide translations or new lyrics in other languages or to add music and to authorise others to do so; 

(h)                the right to lease, hire or lend to the public, copies of the Composition Release, whether printed copies, mechanical reproductions or other copies of reproductions;

(i)                    the right to solicit, produce, and enter into any licence or sublicence in connection with a Composition Release to third parties, including (without limitation) the right to compilation, premium and synchronisation licences; 

(j)                   the right to collect and receive one hundred percent (100%) of the total income, royalties and fees (including, where applicable, public performance fees in respect of television and radio broadcasts) arising from the exercise of the rights in a Composition Release referred to hereunder, including but without prejudice to the generality of the foregoing, the right to collect and receive one hundred percent (100%) of the publishers' and the writers' mechanical fees earned prior to the commencement hereof (insofar as such fees are uncollected as at the date of the Distributor’s appointment under this clause 3); 

(k)                 the right to reproduce and use the Marketing Materials and/or Metadata in connection with the rights granted herein; and

(l)                   the right to authorise or licence others to exercise any or all of the above rights provided that the Distributor shall remain responsible to You for the payment of royalties hereunder.

3.5               Artist Approval

The Distributor will obtain Your prior written consent in respect of each of the following:

(a)                any material alteration to a Composition Release;

(b)                sample licences;

(c)                 synchronisation licences; 

(d)                exercise of grand rights or other dramatization of a Composition Release; and

(e)                Marketing Materials (provided that any such Marketing Material Delivered by You to the Distributor shall be deemed approved for the purposes hereunder).

3.6               Minimum Publishing Period

(a)                If You Deliver a Composition Release to the Platform, You must not remove that Composition Release from the Platform for a period of 12 months commencing on the date You Delivered the Composition Release within the Platform (“Minimum Publishing Period”). 

(b)                During the Minimum Publishing Period for a Composition Release, the rights granted under clauses 3.2, 3.3 and 3.4 will operate on an exclusive basis in respect of that Composition Release.

(c)                 You may remove a Composition Release at any time for any reason after the expiration of the Minimum Publishing Period for that Composition Release.

4.1               Application

This clause 4 applies only if you have elected to use the Support Service by giving notice to the Distributor and will cease to apply once the relevant Support Service has been provided.

4.2               Agency

You appoint the Distributor and its Service Partner’s as Your non-exclusive agent within the Territory to obtain the Support Services requested by You.

4.3               Rights

You grant to the Distributor and its Service Partners the right to do all things necessary and convenient within the Territory to provide the Support Services.

4.4               Artist Approval

The Distributor will obtain Your prior written consent in respect of any Support Services provided to You.

5.1               Payment of Income

(a)                You authorise the Distributor and its Service Partners to:

(i)                   deduct and pay from Your Income to any Service Partner any fees, costs, charges or other expenses incurred for You, or on Your behalf, by the Distributor or its Service Partners in connection with these Terms of Service;

(ii)                 deduct and pay from Your Income to the Distributor all Service Charges incurred in connection with these Terms of Service; 

(iii)                deduct and pay from Your Income any expenses, bank and similar transfer fees, currency conversion costs and charges, transaction taxes and other deductions;

(iv)               deduct and pay any amounts payable in connection with clause 10; and

(v)                 distribute the Net Receipts to You (provided the minimum balance exceeds AU$10).

(b)                You acknowledge and agree that Income may be derived from the Record Releases or Composition Releases Delivered by You into the Platform as contemplated by these Terms of Service after the termination of these Terms of Service or the removal of a Record Release or Composition Release from the Platform and Services. Accordingly, notwithstanding the termination of these Terms of Service for any reason or the removal of a Record Release or Composition Release from the Platform or Services, the authority granted by You under clause 2.2(b) and 3.2(b) (if such clauses apply) will survive until there is no more Income derived from the Record Releases and/or Composition Releases Delivered to the Platform by You as contemplated in these Terms of Service.

5.2               Service Charges

(a)                The Distributor is entitled to, and You must pay, the following Service Charges without set‑off, counterclaim, withholding or deduction and by any method the Distributor reasonably requires (which may be by deduction from Your Income):

 

 

SERVICE	CHARGE	DUE DATE FOR PAYMENT	AMOUNT
Digital Distribution Service	Upload Fee (Annual Subscription or One-Off Payment)	On the date(s) indicated on the “Checkout” page of the Platform	The amount specified on the “Checkout” page of the Platform or as otherwise notified by the Distributor from time to time.
	Commission	Immediately	The amount specified on the “Checkout” page of the Platform or as otherwise notified by the Distributor from time to time.
Publishing Service	Registration Fee (One-Off Payment)	On the date(s) indicated on the “Checkout” page of the Platform	The amount specified on the “Checkout” page of the Platform or as otherwise notified by the Distributor from time to time.
	Commission	Immediately	The amount specified on the “Checkout” page of the Platform or as otherwise notified by the Distributor from time to time.
Support Services	Support Services Charge	Immediately	As notified by the Distributor from time to time.
All Services	Fraudulent Streaming Administration Charge	Immediately upon You engaging in Fraudulent Streaming in connection with the Platform, a Composition Release or a Record Release.	An amount equal to Your gross Income in connection with the Fraudulent Streaming.
	Prohibited Release Administration Charge	Immediately upon You Delivering a Prohibited Release into the Platform	An amount equal to Your gross Income in connection with the Prohibited Release.
	Account Inactivity Fee	If You do not log into Your User Account for a period of two years, then the date that is two years from the date You last logged into Your User Account.	An amount equal to Your Income currently held in connection with Your User Account up to a maximum of $99.00

(b)                The Distributor reserves the right to change the Service Charges whenever the Distributor considers it necessary to do so within the Distributor’s absolute discretion. Subject to any applicable Law, by continuing to use the Platform and the Services after change takes effect, You will have accepted the changed Service Charges. 

5.3               Account management

You acknowledge and agree that:

(a)                The Distributor is not required to keep Your Income separate from its own money or any other monies;

(b)                Your Income may be pooled into an interest-bearing account with the Income from other parties that use the Platform until You withdraw such funds. You agree that You will not receive interest or other earnings on Your Income that the Distributor handles as Your agent and places in such pooled account. In consideration for Your use of the Platform and the Services, You irrevocably transfer and assign to the Distributor any right that You may have in any interest that may accrue on Your Income held in such pooled account. In addition to, or instead of earning interest on such pooled account, the Distributor may receive a reduction in fees or expenses charged for banking services by the banks that hold Your Income; and

(c)                 You acknowledge that Your Income will be received by the Distributor from a range of Digital Service Providers, in pooled amounts with the Income from other parties that use the Services, at various times and in various currencies. You authorise the Distributor as your agent to give effect to currency conversions from time to time at rates determined by the Distributor in its absolute discretion when it credits your Income. You agree that if there is a margin (the “Margin”) between the various currency conversion rates obtained in respect of the pooled funds and the final currency rate You receive (which shall be determined by the Distributor acting reasonably, having regard to the retail spot rate for the relevant currency conversion with its nominated bank), then the Distributor may retain the Margin. In part consideration for your use of the Services, you irrevocably transfer and assign to the Distributor any right that you may have in any Margin in connection with the conversion of pooled funds.

6.1               Fraudulent Streaming

(a)                Streaming Fraud is prohibited, and You must not engage in any Streaming Fraud in connection with the Platform and the Services.

(b)                If the Distributor has reason to suspect that any Record Release is the subject of Streaming Fraud, then the Distributor may immediately and without notice discontinue the payment of (and You agree to forfeit) all Income in connection with that Record Release.

(c)                 Without limiting clause 10.1, You must pay to GYROstream immediately upon demand any financial penalty imposed by any Service Partner in connection with a Record Release Delivered by You to the Platform that is:

(i)                   suspected of being the subject of Streaming Fraud; or

(ii)                 is the subject of Streaming Fraud.

6.2               Prohibited Releases

(a)                The following is prohibited (“Prohibited Releases”) on the Platform and You must not Deliver (or allow to be Delivered) into the Platform any Record Release or Composition Release which may:

(i)                   promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

(ii)                 be violent or threatening or promotes self-harm;

(iii)                promote harmful activities or substances in breach of any Law;

(iv)               infringe a third party’s Intellectual Property Rights, or violate a third party’s rights of publicity or privacy;

(v)                 breach any Law or would result in civil liability;

(vi)               be fraudulent, false, misleading or deceptive; or

(vii)              be racist, defamatory, pornographic, offensive or vulgar.

(b)                If the Distributor has reason to suspect that any Record Release or Composition Release Delivered (or allowed to be Delivered) to the Platform by You may constitute a Prohibited Release, then the Distributor may immediately and without notice remove the Record Release or Composition Release from the Platform and the Service and discontinue the payment of, (and You agree to forfeit) all Income in connection with that Record Release or Composition Release.

6.3               Rejected Releases

(a)                The following Record Releases (“Rejected Releases”) may, in the Distributor’s absolute discretion, be rejected from the Platofrm and the Services:

(i)                   Record Releases containing “functional music” including (without limitation) nature sounds, fan noise, white noise, ASMR, sound effects, and other non-music audio content;

(ii)                 Record Releases which are considered by the Distributor (in its absolute discretion) to be high risk of Streaming Fraud, including (without limitation) music that is overly generic, poor quality instrumentals, and/or unknown generic artist names with no prior streaming history;

(iii)                Record Releases which are wholly or partly generated by artificial intelligence (AI) or impersonate the likeness of another artist using AI; or

(iv)               Record Releases that do not meet minimum metadata style guide requirements set by the Distributor and/or it’s Service Provides (the Distributor may notify You via email request to update/edit the Record Release to resolve the error).

(b)                If GYROstream considers (in its absolute discretion) that any Record Release or Composition Release Delivered by You (or allowed to be Delivered) to the Platform may constitute a Rejected Release, then the Distributor may immediately and without notice remove the Rejected Release from the Platform and Service.

6.4               Removal

The Distributor reserves the absolute right to remove any Record Release, Composition Release, Marketing Materials or Metadata Delivered to the Platform or Services for any reason whatsoever immediately without notice.

You must operate Your Account in accordance with the Distributor's directions and in particular, You agree to the following:

(a)                You have all the required permissions, consents, approvals and authorisations to use and operate Your Account, but the extent of that use and operation is at the Distributor's sole discretion and the Distributor may maintain Your Account differently to any other account or user of the Platform;

(b)                You must not impersonate another person or entity;

(c)                 You are solely responsible for all activity that occurs through Your Account and all activity that occurs through Your Account using Your username and password will be treated as having been undertaken by You;

(d)                You are solely responsible for each of Your Record Releases, Composition Releases and Marketing Materials;

(e)                all information provided by You through the Platform must be accurate, complete and up-to-date and You must ensure it remains accurate, complete and up-to-date;

(f)                  the Account is not a data storage facility for Record Releases, Composition Releases, Marketing Materials, Metadata or other information that You may wish to retain and the Distributor reserves the right to delete any Record Releases, Composition Releases, Marketing Materials and/or Metadata Delivered to the Platform at any time without notice;

(g)                You irrevocably and unconditionally consent to all or any acts or omissions by the Distributor, or any Service Partner, in relation to the Marketing Materials, which might otherwise infringe any moral rights in connection with the Marketing Materials, or any analogous right that exists or may come to exist anywhere in the Territory; 

(h)                the Distributor may use third party vendors, service providers and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Platform and the Service;

(i)                   the Distributor may send You emails or other electronic messages concerning Your Account, the Distributor and/or its commercial partners from time to time;

(j)                   You must not commence the process of attempting to open a new Account after the Distributor has banned You from the Platform or Services, or has otherwise restricted or terminated Your Account;

(k)                 You must not switch control of Your Account to another person;

(l)                   You must not be involved in any activity that constitutes scraping or replicating the Platform or Services for the benefit of other platforms, engines or applications not connected to or approved by the Distributor, unless the purpose of that activity is for the purposes of assisting search engines or platforms containing public web navigation indexes;

(m)              You must not attempt to hack into or cause damage to any aspect of the Platform or Services, or attempt to gain unauthorised access to information held by the Distributor;

(n)                You must not interfere with the Platform or Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware;

(o)                You must not attempt to sabotage the operation of the Platform or Services by overloading them with data;

(p)                You must not attempt to compile, decompile, disassemble, replicate, licence or distribute any aspect of the Platform or Services in a manner not expressly approved by the Distributor;

(q)                You must not use any meta tags, search terms, key terms, or the like that contain the Distributor’s name or trademarks;

(r)                  You must not engage in any activity that interferes with another user’s ability to use or enjoy the Platform or Services; and

(s)                 You must not assist or encourage any third party engaging in any activity prohibited by these Terms of Service.

8.1               Representations

You represent and warrant to the Distributor and each of its Service Partners that:

(a)                You own all the Intellectual Property Rights in and to each Record Release and/or Composition Release that You Deliver into the Platform and Services, or alternatively, You have the right to Deliver each Record Release and/or Composition Release into the Platform and Services and to grant the rights and licences contemplated by these Terms of Service;

(b)                the exercise of any right by the Distributor or its Service Partners granted by You under these Terms of Service will not infringe the Intellectual Property Rights or other rights of any person;

(c)                 before Delivering each Record Release and/or Composition Release to the Platform and Services, You have obtained all necessary licences, permissions, approvals and consents required for the purposes of these Terms of Service, including performers’ protection consents, moral rights waivers and consents;

(d)                You have not entered into any agreement, arrangement or understanding with any person, or granted any agencies, licences or rights to any person, which conflicts with the rights and licences granted to the Distributor under these Terms of Service;

(e)                no Record Release and/or Composition Release contains anything which is defamatory, obscene, offensive, abusive, pornographic, threatening, or racist, or which promotes any illegal act or breaches any law; and

(f)                  all of the information provided to the Distributor in connection with these Terms of Service is true, correct and not misleading;

(g)                You will not do anything directly or indirectly that would interfere with, circumvent, avoid, bypass, obviate or otherwise impede the ability of the Distributor to provide the Services or otherwise exercise the rights granted under these Terms of Service; and

8.2               Application

Each warranty contained within clause 8.1 is a separate representation and warranty, without its scope or meaning being limited or governed by any other warranty contained in clause 8.1.

8.3               Reliance

You acknowledge that the Distributor will provide the Services in reliance on the representations and warranties in this clause.

9.1               Duration

These Terms of Service will commence upon the creation and verification of Your Account and will continue until terminated by either You or the Distributor in accordance with clause 9.2.

9.2               Termination

(a)                You or the Distributor may at any time for any reason immediately terminate these terms by giving written notice to the other party (provided that if You have elected to use the Publishing Service You must not terminate this Agreement during the Minimum Publishing Period).

(b)                Within thirty (30) days of termination of these Terms of Service, the Distributor will request that all Service Partners remove Your Record Releases and Composition Releases from their service.

9.3               Rights and obligations following termination

(a)                The following clauses survive termination of the Terms of Service: 2.2(b), 3.2(b), 5.1, 6, 7, 8, 10 and 12 together with any other clauses which expressly, or by their nature, are intended to survive termination of these Terms of Service.

(b)                The termination of these Terms of Service is without prejudice to any rights which have accrued to a party before the date of termination.

10.1           Indemnity and Release

To the extent permitted by Law, You indemnify, release and hold harmless the Distributor and its Service Partners from and against any damage, loss (including reasonable legal costs and expenses) or liability suffered or incurred by or arising from or in connection with:

(a)                any breach of these Terms of Service by You;

(b)                any Fraudulent Streaming;

(c)                 any Prohibited Release;

(d)                any of the warranties given by You in these Terms of Service being incorrect, misleading or inaccurate;

(e)                Your use of the Platform and the Services; 

(f)                  any Record Release or Composition Release that You Deliver into the Platform; and/or

(g)                any claim that the Services provided by the Distributor or its Service Providers in connection with this Terms of Service infringe the rights whatsoever (including, without limitation, the Intellectual Property Rights) of any person,

and You agree to reimburse the Distributor and/or its Service Partners on demand at any time with respect to any damages, loss, liability or claim or payment to which the foregoing indemnity applies save that such indemnity shall be limited to such sums incurred pursuant to the judgment of a court of competent jurisdiction or a settlement approved in writing by You (not to be unreasonably withheld or delayed). Pending the determination of any claim involving such alleged breach or failure, the Distributor and/or its Service Partners may withhold sums due to You under these Terms of Service in an amount reasonably consistent with the Distributor and/or its Service Partners’ likely liability under such claim for which You would be responsible. 

10.2           Disclaimer

(a)                The Distributor provides the Platform and the Services on an “as is” and “as available” basis and does not represent or warrant that the Platform or the Service will:

(i)                   be free from interruptions;

(ii)                 be free from inaccuracies or errors;

(iii)                meet Your requirements; or

(iv)               operate in the confirmation or with the hardware or software that You use.

(b)                the Distributor makes no representations or warranties other than those made expressly in these Terms or Service and, to the extent permitted by Law, hereby expressly disclaims any and all warranties, including (without limitation) warranties of fitness for a particular purpose.

10.3           Scope of Liability

(a)                To the extent permitted by Law, the Distributor’s liability is limited at its option to either:

(i)                   in the case of goods, replacing or repairing the goods or supplying equivalent goods, or paying for the cost of replacing or repairing the goods or of acquiring equivalent goods; and

(ii)                 in the case of services, resupplying the services, or paying the cost of resupplying the services.

(b)                the Distributor will not be liable to You or any third party for any consequential, incidental, indirect, punitive or special damages (including damages relating to lost profits, lost data or loss of goodwill arising out of, relating to or connected with the use of the Platform or the Services).

10.4           Your Intellectual Property

To the extent permitted by Law, neither the Distributor nor its Service Partners are liable to You for any infringement of Your Intellectual Property Rights in any Record Release or Composition Release by any person.

(a)                By creating an Account, and continuing to use the Platform and the Service, You agree that the Distributor may use, disclose and handle Your personal information in accordance with the Distributor’s privacy policy Studio Direct (as amended from time to time). The Distributor’s privacy policy is deemed to form part of these Terms of Service.

(b)                Where You provide personal information of other individuals, You warrant that You have:

(i)                   notified all individuals to whom the personal information relates that You will be providing their personal information to the Distributor for the purposes of these Terms of Service; and

(ii)                 have obtained all necessary consents for providing that personal information to the Distributor for the purposes of these Terms of Service.

12.1           Distributor to pay taxes

You must pay all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of these Terms of Service.

12.2           Value added tax

(a)                In this Deed, the term Value Added Tax includes:

(i)                   any applicable value added tax in any jurisdiction; and

(ii)                 GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(b)                Unless expressly stated, all sums in this Deed are expressed on a Value Added Tax exclusive basis.

(c)                 Where a party making a supply (the “Supplier”) is or becomes liable to pay Value Added Tax  in respect of that supply, the recipient of the supply (the “Recipient”) must pay to the Supplier an additional amount equal to the amount of the Value Added Tax payable by the Supplier (taking into account any tax credits that the Supplier is entitled to claim) in respect of that taxable supply (the “VAT Payable Amount”).

(d)                The VAT Payable Amount must be paid on the date which payment in respect of the supply is due.

(e)                The Supplier must then remit the amount of the Value Added Tax payable to the appropriate  authority.

You authorise and consent to the Distributor engaging any sub-agent or other third party to:

(a)                perform any of its obligations under these Terms of Service; or

(b)                exercise any of its rights under these Terms of Service.

 

14.1           Amendments to Terms

The Distributor reserves the right to amend these Terms of Service and its policies whenever the Distributor considers it necessary to do so within the Distributor’s absolute discretion. If You wish to modify these Terms of Service, You must obtain the Distributor’s agreement to vary the Terms of Service in writing, and any agreed variation must be documented in writing.

14.2           Incorporation of Policies

In accepting these Terms of Service, You also agree:

(a)                to comply with all of the Distributor’s policies concerning the Platform and the Services that are made available for all users via the Platform from time to time; and

(b)                that a breach of these policies by You constitutes a breach of these Terms of Service.

14.3           Relationship

Nothing contained in these Terms of Service shall constitute a partnership or a joint venture between You and the Distributor.

14.4           Joint and Several

Your obligations (if more than one person makes up You) under these Terms of Service are joint and several.

14.5           Taxes

The price of the Services (including, without limitation, any Service Charges) does not include any taxes and the Distributor may charge in accordance with the tax Laws of the relevant jurisdiction, and you agree to pay any such additional amount in addition to the price of the Services.

14.6           Assignment

You cannot assign Your rights or obligations under these Terms of Service without the Distributor’s prior written consent. The Distributor can novate or assign its rights or obligations under these Terms of Service without restriction.

14.7           Automated Access

All Automated Access is also subject to these Terms of Service. No automated software may access the site until the person responsible for the Automated Access has accepted these Terms of Service. As such, any attempt to obtain Automated Access will be bound by these Terms of Service.

14.8           Severability

Any provision of these Terms of Service which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Terms of Service or the validity of that provision in any other jurisdiction.

14.9           Third-Party Beneficiaries

You acknowledge that there may be third-party beneficiaries to these Terms of Service in circumstances where the Distributor is bound to enforce them in favour of its own licensors, users, Service Providers or other parties contracting with the Distributor.

14.10        Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under these Terms of Service will constitute a waiver of that right. Other than as expressly stated in these Terms of Service, the remedies provided in these Terms of Service are in addition to, and not exclusive of, any other remedies of a party under Law.

14.11        Governing Law and Disputes

These Terms of Service are governed by the Laws of the State of Queensland and disputes must be resolved in the non-exclusive courts of that jurisdiction. You agree that You will not be involved in an action as a class member of a class action and that all disputes must be pursued in Your own name only. You and the Distributor each waive Your respective rights to seek or be involved in any class action under these Terms of Service or concerning any aspect of the Platform or Services.

14.12        Entire Agreement

These Terms of Service and the Distributor’s policies concerning the Platform and Services, together with any of the other documents specifically referred to or incorporated in these Terms of Service by specific reference, constitute the entire agreement between the parties and supersede all prior understandings and agreements concerning its subject matter. If these Terms of Service or the Distributor’s policies are amended by the Distributor, the newer version of those documents will then supersede the prior version.

14.13        Effective Date

These Terms of Service take effect from Studio Direct or as soon as practicable thereafter.

Account means the online account opened by You to access the Platform and the Services.

Automated Access means use of a process, script, webcrawler, software or other methodology that permits a user that is not a human user to access the Platform or Services as a user or monitors any activity in connection with the Platform or Services, regardless of whether the Distributor is aware of the nature of such access.

Collection Society means any statutory, voluntary or other organisation that collects and distributes royalties on behalf of the owner of a Composition Release for the use of such Composition Release.

Composition Release means a musical composition written and/or composed by You, whether alone, jointly or in collaboration with another (and if in collaboration, to the extent written by You only) and all titles, arrangements, adaptations, versions, editions and translations of such musical composition including:

1.                 all Intellectual Property Rights in connection the musical composition such as the synchronisation, mechanical and performance rights; and
2.                 all Metadata in connection with the musical composition; and
3.                 all Marketing Material in connection with the musical composition.

Digital Distribution Service means the digital distribution of Record Releases by distributing a Record Release through a Digital Service Provider that will make the Record Release available to End Users via downloading and streaming services.

Digital Service Provider means music downloading and streaming services and organisations that make Record Releases available to End Users.

Deliver shall mean the upload or introduction of a Record Release or Composition Release to the Platform or otherwise where such Record Releases or Composition Release have been actually received by the Distributor via such delivery method as reasonably required by the Distributor and otherwise in accordance with the Distributor's submission requirements consisting of the guidelines and technical requirements in effect at the time of Delivery and as updated from time to time.

End User means any person who accesses a Record Release through Digital Service provider in an on-line format for their personal use.

Distributor means Studio Direct.

Intellectual Property Rights means intellectual property rights conferred on a party or recognised at law in any territory throughout the world including any rights associated with copyright, trade marks, business names, patents, innovation concepts, semiconductor rights, formulae, trade secrets, methods, inventions and any other results of intellectual activity in any field of industry or endeavour, whether or not registered or registerable and includes any right to register those rights, whether created before or after the date of these Terms of Service.

Income means all royalties and other revenue collected by the Distributor or its Service Partners on Your behalf in connection with these Terms of Service, including (without limitation) from Your use of the Digital Distribution Service and Publishing Service during the Term:

Law means, with reference to any applicable jurisdiction, any statute, regulation, bylaw or a provision of a statute, regulation, or bylaw and includes, without limitation, any statutory rule, or ruling by a statutory body.

Marketing Materials means any applicable artwork, biographies, likeness, photographs, production parts, bonus video content/tracks and any other marketing materials, sound recordings and audio-visual recordings otherwise created in connection with the promotion, marketing and/or exploitation of the Record Release.

Metadata means the digital information conveying information regarding any Record Release or Composition Releases including (without limitation) artists names, songwriters’ details, biographies, the title of the Record Release or Composition Release, descriptions of the Record Release or Composition Release, lyrics, pricing information, concert information, music genre and other information.

Minimum Publishing Period has the meaning given in clause 3.1(b).

Net Receipts means the balance of all Income received by the Distributor after deduction of any:

(a)                fees, cost, charges or other expenses charged by any Service Partner;

(b)                Service Charges;

(c)                 sales tax (and any other taxes required to be and actually deducted); 

(d)                any third party non-affiliated collection society (and their agents) charges (if applicable);

(e)                any sums payable by way of remuneration to arrangers, adaptors and translators (if applicable); and

(f)                  expenses, bank and similar transfer fees, currency conversion costs and charges, transaction taxes and other deductions.

Platform means the online, web-based applications, platforms or websites for the provision of the Services.

Prohibited Release has the meaning given in clause 6.2(a).

Publishing Service means the publishing of Composition Releases by collecting royalties and other revenue from the use of a Composition Release through a Publishing Administrator that will administer the collection of such royalties from various Collection Societies.

Publishing Administrator means a royalties collection administrator that administers the collection of royalties from the use of a Composition Release from various sources including (without limitation) Collection Societies.

Record Release means a musical sound recording including

(a)                Intellectual Property Rights in connection the musical recording such as any and all versions or derivatives of those sound recordings (including remixes, "live" versions, mixes or other edits);

(b)                Metadata in connection with the musical recording; and

(c)                 Marketing Material in connection with the musical recording.

Rejected Release has the meaning given in clause 6.3(a).

Services means the services made available by the Distributor from time to time, including Digital Distribution, Publishing and Support Services.

Service Charges means the service charges specified in clause 5.2 as amended from time to time.

Service Partners means any third-party provider or sub-agent that is directly or indirectly engaged by the Distributor for You or on Your Behalf in connection with these Terms of Service, including (without limitation) Digital Service Providers and Publishing Administrators.

Streaming Fraud means engaging in activities that fraudulently, artificially or abnormally increase, manipulate or distort the volume of streaming or downloading of a Record Release including (without limitation) through the use of bots, click-farms, imposters, hacked accounts, and fake profiles.

Support Service means services for the development, promotion and furtherance of the commercialisation of Composition Releases and/or Record Releases which are made available through the Platform from time to time.

Territory means territory selected by You (provided that if the You fail to select a territory, then You shall be deemed to have selected the entire world).

Terms of Service means these terms of service.

You means any person that accesses the Platform and/or Services, regardless of the nature of that access or if that party is or is not identified to the Distributor.