Thank you for considering Spinnup as your distribution and discovery partner. Please read the following Spinnup Terms and Conditions carefully before agreeing to them.
TERMS AND CONDITIONS
- 1. How the contract is formed between you and us
Our “create a release” pages will guide you through the steps you need to take to place an order and make a release with us. After you place an order, we will confirm our acceptance to you by sending you an e-mail (“Order Confirmation”). The contract between us will only be formed when we send you the Order Confirmation.
- 2. Our right to vary these terms
(a) We reserve the right to amend, discontinue or terminate the Website and Services, or to amend the Contract at any time without notice. All such amended terms of the Contract will be effective from the date on which they are posted on the Website (except where local applicable law requires a longer notice period or other requirements) and every time you order Services from us, the terms of the Contract in force at the time will apply to the contract between you and us. By continuing to use our Services or access the Website after we make such amendments, you agree to be bound by the amended terms and conditions. If we have to revise the terms of the Contract as they apply to your order for Services, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the contract if you are not happy with the changes. You may not alter the terms and conditions of this Contract.
(b) If we terminate the Services and/or the Website during the term of the Contract in accordance with paragraph 2(a) above, we shall refund to you what you have paid to us less an amount which is in proportion to what has been performed until the Website and/or Services have terminated.
- 3. Term and Automatic Renewal
Unless cancelled or terminated under paragraph 2(b), 4, 7(b), 14(a), (b) or (d) or 16(d) the term of this Contract shall be one year from the date we send the Order Confirmation and will automatically renew for successive one year periods (“Contract Term”) unless either Party provides written notice to the other Party to terminate this Contract at least 7 days before the next anniversary of this Contract.
- 4. Your right of cancellation and refund
(a) You have the right to cancel any contract for Services within 14 days without giving any reason (“Cancellation Period“). The Cancellation Period will expire after 14 days from the day we send you the Order Confirmation.
(b) To cancel a contract for Services during the Cancellation Period, you just need to let us know that you have decided to cancel. The easiest way to do this is to e-mail us at firstname.lastname@example.org or contact our Customer Services team by post to Spinnup Services B.V., FAO Business Affairs, 4 Pancras Square, London, N1C 4AG, United KIngdom. Please include details of your order in your letter or email to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or e-mail us before midnight on that day.
(c) If you cancel a contract for Services during the Cancellation Period, whether or not we have begun providing the Services to you, we will on your request reimburse you all payments received from you, together with any royalties which may have become payable during the period between the formation of the contract until you have communicated to us your cancellation of the contract. We will make the reimbursement using the same means of payment as you used for the initial transaction. We will make the reimbursement as soon as possible and in any event within 14 days of receipt by us of your decision to cancel the contract for Services and request for a refund.
- 5. Distribution of your recordings
(a) We may appoint a third party distribution partner or another entity within our corporate group to provide all services associated with the distribution of your Recordings (including but not limited to the delivery of your Recordings, sales and usage reporting and take down requests) to our selected digital music stores which may include, without limitation, Spotify, Amazon, iTunes or such other music stores as we shall select from time to time (“Music Stores”). Such appointment will not affect your rights or our obligations under this Contract.
(b) The agreements between Spinnup or our appointed distribution partner, as applicable, and the Music Stores shall determine the terms on which your Recordings are sold or made available. You acknowledge that the Music Stores have the right to select in their own discretion if and to what extent they exploit your Recordings and that neither we nor our distribution partner (if any) can guarantee that your Recordings, or any part thereof, will be exploited by the Music Stores.
- 6. Your Grant of rights to us
(a) In consideration of the sums payable to you and the services provided by Spinnup (or one or more of our sub-contractors) in respect of the distribution of your Recordings and all services associated with such distribution pursuant to the Contract, you grant to us, and our sub-contractors:
(i) a non-exclusive, irrevocable, transferable worldwide license (with a right to sub-license) to:
(aa) ingest, store, deliver, create digital master files, convert, adapt, encode and transcribe, use, reproduce, compile, distribute, display, publicly perform, communicate to the public, exhibit, broadcast, synchronise, transmit and make available the Recordings and other Materials (as defined below) for distribution through Music Stores by means of, without limitation, permanent downloads, temporary and/or conditional downloads, interactive streaming, non-interactive streaming and on so called “cloud” or “locker” services;
(bb) create specific ID files, including through fingerprinting, to identify your Recordings on Music Stores’ servers;
(cc) perform metadata corrections (including spelling and genre correction) where necessary;
(dd) subject always to your prior written consent, create derivative works of your Recordings on certain Music Stores where such Music Stores provide for the creation and monetisation of remixes and other derivative works.
(ii) a non-exclusive, worldwide, royalty-free license to and to authorise or sub-license to Music Stores to use, perform and make available clips of your Recordings, artwork, any trademarks, service marks or trade names relating to you and the name, images and likeness of you and the band/artist whose performances are embodied in the Recordings in advertising, marketing and promotional materials related to your Recordings on the Website, our distribution partner’s website, the Music Stores and their related websites and social networks’ profiles only; and
(iii) all necessary licenses, consents and rights including, without limitation, as required under the Copyright, Designs and Patents Act 1988 (‘Act’) and any amendment or re-enactment thereof, to enable us to make the fullest possible use of the Recordings and other Materials (including without limitation the right to collect all income deriving from the Recordings distributed by us) in accordance with the provisions of this Contract including without limitation any and all consents required under Part II of the Act. For the avoidance of doubt, you will maintain ownership of your copyright at all times.
(b) To the extent you own or control any part of the publishing rights in any of your Recordings, you agree not to withhold such rights in any way that could frustrate the purpose of Spinnup’s or our distribution partner’s (as applicable) agreements with Music Stores in so far as it relates to the distribution of your Recordings on such Music Stores.
(c) You agree that you will not use the Website or Services to distribute, transmit or store any files or material that infringe copyrighted works or otherwise violate or promote the violation of the intellectual property rights of any third party. You agree that you will at all times abide by our Acceptable Use Policy. You acknowledge and agree that Spinnup may disable access to and/or terminate your account and/or remove or disable access to any Materials you provide to Spinnup in the event that: (a) Spinnup has reason to believe (acting reasonably) that you have failed to clear any rights or pay any royalties in connection with any Materials; or (b) in Spinnup’s reasonable opinion, the continuing availability of such Materials on the Music Stores may result in a liability to Spinnup; (d) such Materials contravene the Contract or are the subject of any suspected fraudulent activity, or (d) Spinnup receives any claim that, if true, would constitute a violation of your warranties hereunder.
(d) In the event that we are required to perform Catco/PPL registration on your behalf you grant us permission to act as rights holder for all submitted tracks. This copyright is for purely administrative purposes and is a legal requirement of the PPL. This does not affect any other copyrights mentioned in this Contract.
- 7. Prices
(a) Service prices shall be listed at www.spinnup.com. Services carried out shall be as listed on www.spinnup.com at the time of purchase. You shall pay Spinnup for the Services which shall include distribution of your Recordings. We are not obliged to provide any services above and beyond what has been paid for. Upon third party failure to fulfill any part of the Service we shall assist you to remedy or reduce such failure, but are not responsible or liable for such failure.
(b) We shall be entitled to increase our prices during the Contract term. If We do so, we will give you at least 60 days’ prior written notice. During this notice period, you can choose to cancel the Contract on giving us at least 7 days’ written notice.
- 8. Revenue Payments
(a) Subject to paragraphs (b) – (e) of the condition 8, we will pay you 100% of your Net Revenues. Net Revenues will be paid and credited to your account and shall be made available on your request using the Spinnup wallet system that displays your current balance each time you log into your Spinnup account provided always that, at the time of withdrawal, the accumulated monies exceed €10 and provided further that you comply with the wallet rules as set out in the faq or help section of the Website. “Net Revenues” means Spinnup’s actual receipts from our distribution partner less any tax, fee or other charge related to the sale of your Recordings.
(b) You will be responsible for any third party charges attached to your withdrawal (including without limitation, bank charge and currency conversion fees). Only Net Revenues accumulated and reported to us by the distribution partners shall be paid to you upon your request. Sales and usage figures shall be made available online via our dashboard. We are not responsible for any third party system failures that may result in inaccuracies in respect of such reporting and/or sales figures.
(c) In the event that you owe us any amounts as a consequence of these Terms and Conditions, including, without limitation, any renewal payments due under paragraph 3 (Term and automatic renewal) and unpaid due to, for example, the failure of your credit card or other payment method, Spinnup shall have the right to deduct all or a portion of such amounts from any Net Revenues otherwise payable to you.
(d) In the event that we make an overpayment to you, we shall be entitled to deduct the amount of such overpayment or part of it from future Net Revenues.
(e) The Net Revenues reported and credited to your Spinnup wallet may be aggregated in a bank account until you withdraw it. Such bank account may pay interest on funds held within it and you agree that you will not receive interest or other earnings on the Net Revenues that Spinnup handles as your agent. In consideration for your use of the Services, you irrevocably transfer and assign to Spinnup any ownership right that you may have in any interest that may accrue on any Net Revenues held in such account.
- 9. Your obligations to us
(a) You warrant, agree and undertake on behalf of yourself that:
- all of the Recordings, artwork, metadata, images and any other materials you provide to us (collectively “Materials”) are original to you and have not been copied from any third party;
- you own or control all rights in the Materials and that, in respect of any third party material embodied therein, you have obtained and will maintain at all times all licenses, permissions, consents or other authorisations (and you shall make any payments due in respect thereof) as are required to grant us the rights specified in this Contract;
- the Materials and the use thereof as contemplated under this Contract do not and will not infringe any copyright, trademark, design, database, publicity or other proprietary or intellectual property rights of any third party;
- the Materials do not include any material which is unlawful, harmful, threatening, defamatory of any party, obscene, facilitates illegal activity, harassing or racially or ethnically offensive;
- you will not submit any Recordings which embody compositions forming part of a dramatico-musical work such as an opera, operetta, ballet, musical, musical play or work of a similar nature;
- you are over the age of 18 (or the equivalent age of majority in your country, if different) and you are not under any disability, restriction or prohibition, whether contractual or otherwise with respect to your right, power and authority to enter into and perform this Contract; and grant the rights expressed in this Contract to be granted to us;
- the Materials do not contain any viruses or other programming routines that would detrimentally interfere with computer systems or data; and
- you will be solely responsible for reporting all earnings via Spinnup’s services to the relevant tax authority and all subsequent taxes payable in respect of your use of Spinnup’s services.
In the event that you are under the age 18 (or the equivalent age of majority in your country, if different) and would like to use the Service, you may contact us at email@example.com to submit a request. We will review each submission and, acting in our sole discretion, may accept the request subject to further terms and conditions that will need to be agreed between you and us.
(b) You shall provide accurate contact details for you and/or your representative(s). If supplied payment details are inaccurate any monies paid to you using these incorrect details shall be forfeited.
(c) You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all data, including metadata and any publishing and performer metadata, you submit to us;
(d) You will ensure that your Recordings are technically satisfactory for exploitation on the Music Stores and comply with any content guidelines and general policies of our disitribution partner and the Music Stores (which can be provided to you on request).
- 10. Your Obligations to Others
(a) You shall be solely responsible for securing and paying for digital mechanical, public performance and any other licenses (as applicable) required from musical composition copyright owners or their agents in connection with Spinnup’s exploitation of rights under this Contract, as well as royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes. Without limiting the generality of the foregoing and notwithstanding any other provision of this Contract, you acknowledge and agree that Spinnup is not responsible to collect, administer or to make payments (i) in respect of any publishing rights in the musical compositions embodied in your Recordings (irrespective of whether you or another party owns or controls such rights), or (ii) in respect of any royalties due to any other aforementioned persons.
(b) For digital download sales in the United States of America, the payment you receive typically includes the mechanical revenue on the underlying composition. If you do not own or control the underlying composition(s) in your sound recording(s), it is your obligation to secure the mechanical licenses and to pay these publishing royalties to the person or entity that does. Outside of the United States, Spinnup customarily requires its digital distribution partners to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the distribution partners concerned from the proceeds payable to Spinnup). If any distribution partner outside of the United States does not agree to secure and pay for music publishing licenses, Spinnup shall have the right, in its sole discretion, to either (i) decline to license such distribution partner or (ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such distribution partner’s sales, which license fees Spinnup shall have the right to deduct from amounts payable to you hereunder. To the extent that Spinnup is required or elects, in its sole discretion, to pay any of the foregoing amounts, such payments will be deducted from any amounts otherwise payable to you hereunder.
(c) To the extent that Spinnup allows you to select certain Recordings that you have released through the Service to distribute free to fans or directly through the Website, you agree that you will be solely responsible for any of the above referenced third party license and payment obligations resulting from such deliveries.
- 11. Our Liability to you
(a) We will do our utmost to ensure that availability of the Website will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to our Services may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.
(b) We will not be responsible for (i) losses (including any destruction, alteration or disclosure) that were not caused by any breach on our part, or (ii) any business loss (including loss of profits, revenue, business, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect, incidental, special, exemplary, punitive or consequential losses or damages that were not foreseeable to both you and us when you commenced using the Services. You shall be solely responsible for maintaining updated back-up copies of all your data and Materials you submit to us.
(c) We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your legal right to have services provided within a reasonable time or to receive a refund if goods or services ordered cannot be supplied within a reasonable time owing to a cause beyond our reasonable control.
(d) NOT INCLUDING OUR OBLIGATION TO PAY YOU THE NET REVENUES, OUR TOTAL LIABILITY TO YOU IN RESPECT OF ALL LOSSES ARISING UNDER OR IN CONNECTION WITH THIS CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED 100% OF THE PAYMENTS YOU HAVE MADE TO US.
(e) Nothing in these conditions limits or excludes our responsibility for fraudulent representations made by us or for death or personal injury caused by our negligence or wilful misconduct.
- 12. Spinnup scouts
We need to be clear that the Spinnup scouts are not acting on our behalf and therefore we are not responsible for how they interact with you, or the services that they provide to you. The Spinnup scouts are merely part of the wider Spinnup community and you will need to ensure that you are happy with any arrangements that you have in place with them. You should consider obtaining independent legal advice before signing or agreeing to anything with the Spinnup scouts.
- 13. Indemnity
You agree to indemnify us in full against any claims, actions, proceedings, liabilities, damages, losses, expenses or costs (including reasonable legal fees and costs) suffered or incurred by us as a result of your breach of any of the warranties or undertakings in this Contract, or any claims by any third party including but not limited to claims for infringement of any intellectual property rights, payment of outstanding debts for services provided or goods supplied by such third parties.
- 14. Account Suspension and Termination
(a) This Contract may be terminated by you upon 7 days written notification (including notification by email) of such termination provided that there are no outstanding payments due to us. Unless you request that the Services cease immediately, we shall continue to provide the Services until the end of the Contract Term but no further payments shall be taken from your chosen payment method. If you request that the Services cease immediately on termination, and in any event at the end of the Contract Term, we shall instruct our partners to remove Recordings from all platforms and we shall cease all exploitation, use and distribution of your applicable recordings but we are not responsible for third-party exploitation after the removal instruction has been sent.
(b) This Contract may be terminated by us upon 7 days written notification (including notification by email). Upon termination by us, we shall instruct our partners to remove the applicable recordings from all platforms but we will not be responsible for third-party exploitation after the removal instruction has been sent. We shall refund to you what you have paid to us less an amount which is in proportion to what has been performed until we have communicated to you our termination of the contract together with any royalties which may have become payable during the period between the formation of the contract until we have communicated to you our termination of the contract.
(c) Except where Services are cancelled in accordance with paragraphs 2(b), 4, 7(b) or terminated under paragraph 14(b) or 16(d), refunds shall only be given if we are proven to be in serious breach of this Contract.
(d) We have the right to suspend your account, terminate this Contract without notice and or withhold payments following any behaviour deemed by us as fraudulent, threatening, disrespectful or otherwise carried out by you or any associated parties. Further, in the event that there is any third party claim made against us, any of our associated companies or sub contractors, in respect of the Materials, without prejudice to any other rights we may have, we reserve the right to withhold payments from you until such claim is resolved.
(e) Spinnup reserves the right, acting in its sole discretion, to reject Recordings or any associated materials uploaded to the Service by you.
- 15. Confidentiality
(a) You agree that in the course of dealing with us pursuant to this agreement you may become aware of confidential information relating to our business or the business of our distribution partners. You shall keep such information confidential, except to the extent that such information is already in the public domain or is required to be shared by operation of law.
(b) You agree that we shall have the right to provide information related to the usage and sales of your Recordings, together with any supplementary data that we collect on your behalf as part of the Service, to third parties including but not limited to our distribution partner as we may appoint and the Spinnup scouts.
- 16. Events outside our control
(a) We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract for Services that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below.
(b) An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, malicious damage, cyber-crime, war (whether declared or not) or threat or preparation for war, acts of God, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of utility services, transport or telecommunications networks, breakdown of plant or machinery or default of suppliers or their sub-contractors.
(c) If an Event Outside Our Control takes place that affects the performance of our obligations under a contract for Services:
(i) we will contact you as soon as reasonably possible to notify you; and
(ii) our obligations under a contract for Services will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
(d) You may cancel a contract for Services affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, less an amount which is in proportion to what has been performed until you informed us of your decision to cancel the contract together with any royalties which may have become payable.
- 17. Severance
Each of the paragraphs and sub-paragraphs of this Contract operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- 18. Choice of Law and disputes
This Contract shall be construed and performed in all respects in accordance with and shall be governed by the laws of England and Wales. You and we both agree that the Courts of England and Wales will have non-exclusive jurisdiction. In the event of a dispute between the Parties arising out of this Contract, you and we undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- 19. Third Parties
This Contract is between you and us. No other party shall have any rights under this Contract.
- 20. Assignment, Transfer and Sub-Contracting
We may freely transfer or sub-contract the Services to any distribution partner or other entity within our corporate group. We may also assign, sub-contract and/or transfer our rights and obligations under this Contract wider than this to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under this Contract.