Thank you for considering Spinnup as your distribution and discovery partner. Please read the following Spinnup Services Terms and Conditions (“Terms and Conditions”) carefully before agreeing to them. We recommend that you print a copy of these Terms and Conditions for future reference.
SPINNUP SERVICES TERMS AND CONDITIONS
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF PARAGRAPH 8 (YOUR GRANT OF RIGHTS TO US) PARAGRAPH 12 (MAKING PAYMENTS TO YOU) AND PARAGRAPH 13 (WITHHOLDING OF PAYMENTS TO YOU), PARAGRAPH 14 (OUR LIABILITY TO YOU), PARAGRAPH 16 (INDEMNITY) AND PARAGRAPH 18 (ACCOUNT SUSPENSION AND TERMINATION).
These Terms and Conditions refer to the following additional terms, which also apply to your use of our Website and our Services:
- Our Website Terms and Conditions, which tell you the rules for using our Website.
- Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our Website and our Services.
- In respect of your use of Hyperwallet payment services to deliver payments to you (if applicable), such payment services are subject to the Hyperwallet Terms of Service. For information on Hyperwallet’s use of your personal data please see the Hyperwallet Privacy Policy.
For information on our use of your personal data please see our Privacy Policy.
These Terms and Conditions together with the Website Terms and Conditions and Acceptable Use Policy govern the relationship between Spinnup Services B.V. whose registered address is Gravelandseweg 80, 1217 EW Hilversum, Netherlands (Chamber of Commerce number: 60386304, and VAT number NL8538.87.834.B01) (“Spinnup“, “us”, “we” and “our”) and you (“you”, “your” and “Artist”) in respect of your general use of the spinnup.com website and all subsites (including Artist Subsites), domains and sub-domains within it (“Website”) and your use of any content and/or purchase of any services featured on the Website (“Services”), including, without limitation, the distribution of the sound recordings that you submit to Spinnup at any time (“Recordings”). These Terms and Conditions, Website Terms and Conditions and Acceptable Use Policy shall be collectively referred to as the “Contract”.
Your use of the Website and the Services is on the basis that: (i) you are not under 18 (or otherwise considered a minor in the country where you live) (if you are a minor and would like to use the Website and the Services, please refer to paragraph 10(b) below); (ii) you are an individual user and not using the Website and/or the Services on behalf of a company or other corporate body; (iii) you have full ability and authority to enter into a contract with us; (iv) you have not previously had a Spinnup account suspended or terminated; and (v) you do not operate more than one Spinnup account directly or indirectly.
Click on the links below to go straight to more information on each area of these Terms and Conditions:
1. How the contract for Services is formed between you and us
2. Our right to vary these Terms and Conditions and the Services
3. We may amend, discontinue, or terminate the Services and/or the Website
4. How long your account lasts for and the duration of releases
5. Prices
6. Your initial right to cancel an Order and request a refund
7. Distribution of your Recordings
8. Your grant of rights to us
9. Our grant of rights to you
10.Your obligations to us
11. Your Obligations to Others
12. Making payments to you
13. Withholding of payments to you
14. Our Liability to you
15. Spinnup scouts
16. Indemnity
17. How you can close your account and cancel a Release
18. How we can suspend and close your account and/or cancel the Contract
19. Confidentiality
20. Events outside our control
21. Severance
22. Choice of law and disputes
23. Third parties
24. Assignment, transfer and sub-contracting
25. Variation
26. Communication and notices
1. How the contract for Services is formed between you and us
a. The Contract between you and us is formed when you create an account with us on the sign up page. Creating an account is free of charge, and you do not need to create a release in order to register. Please note that multiple user accounts are not permitted. The Spinnup account you create is referred to as your “Account”.
b. Once you have registered for an Account, you will be able to create a release and submit your Recording(s) to us for distribution to digital music stores worldwide. Our “create a release” pages will guide you through the steps you need to take to place, and pay for, an order to release your Recording(s) (“Order”). Please note that it is not possible to change an Order once that Order has been placed – for example, if your Order is for the release of a single, you cannot subsequently change that order to an EP release.
c. After you place an Order, we will confirm our acceptance to you by sending you an e‑mail confirmation (“Order Confirmation”). We reserve the right, acting in our sole discretion, to reject Recordings or any associated materials uploaded to the Services by you. This may be in circumstances where, for example, your Recording(s) do not comply with our content or metadata requirements. An Order to release a Recording(s) that is confirmed by Order Confirmation is referred to as a “Release”.
2. Our right to vary the Contract and the Services
a. If we have to change the terms of the Contract as they apply to your order for Services, we will provide you with reasonable advance notice as appropriate under the circumstances (e.g. by displaying a prominent notice on the Website, or by sending you an email), and let you know how to cancel your then-current Order(s) and/or Release(s) or terminate your Account if you are not happy with the changes.
b. 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. Consequently, every time you wish to order Services from us, please check these terms to ensure you understand the terms that apply at that time.
c. By continuing to use or access the Services after we make such amendments, you agree to be bound by the amended terms and conditions. Despite this, no revisions to the Contract will apply to any dispute between you and us that happens prior to the date of such changes.
3. We may amend, discontinue, or terminate the Services and/or the Website
a. We reserve the right to amend, discontinue, or terminate the Services and/or the Website at any time to reflect changes to the Services and/or for other business or operational reasons or as needed to comply with applicable laws. Also, your access to our Website and the Services may 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. We will also try to give you reasonable notice of any suspension or withdrawal, especially if the suspension is significant. We may tell you about this by displaying a banner in your Account, or by sending you an email. There may, however, be times when we need to suspend or restrict the Services urgently without notice (for example, to address security).
b. If during the Distribution Term (as defined at paragraph 4 below), we permanently discontinue or terminate the Services and/or the Website, we shall refund to you what you have paid to us less an amount that is in proportion to the Services that have been performed until the Website and/or Services terminated.
4. How long your account lasts for and the duration of releases
a. Once you create an Account, your Account will remain active until you notify us of your decision to close it in accordance with paragraph 17 , subject to any earlier termination by us in accordance with paragraph 18.
b. Subject to paragraph 4(e), when you create a Release, each Recording within that Release will be distributed by us for the period of one year from the date we send the Order Confirmation for the applicable Release (the “Initial Period”).
c. Subject to paragraph 4(e), the Initial Period will automatically renew for successive one‑year periods (each a “Renewal Period”) unless either you or we provide written notice to the other at least 7 days before the end of the then‑current Period that distribution of the applicable Recording(s) should be stopped. We will provide you with a renewal reminder a reasonable time before the auto-renewal.
d. The Initial Period together with any Renewal Period are referred to together in these Terms and Conditions as the “Distribution Term”. When we refer to a “Period” we mean the Initial Period or the applicable Renewal Period as the context determines.
e. Please note: the length of the Initial Period and any Renewal Period will always be subject to any earlier cancellation or termination of the Contract between you and us.
5. Prices
a. Service prices shall be listed at spinnup.com. Services carried out shall be as listed on www.spinnup.com at the time of purchase. We take all reasonable care to ensure that the price of the Services advised to you are correct. 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 fulfil any part of the Services, we shall assist you to remedy or reduce such failure.
b. We shall be entitled to increase our prices during the Distribution Term. If we do so, we will give you at least 60 days’ prior written notice. If you are not happy with the revised prices, you have the ability to cancel the Contract in accordance with paragraph 17(b).
6. Your initial right to cancel an Order and request a refund
a. You have the right to cancel an Order within 14 days of the Order Confirmation without giving any reason (“Cooling Off Period“). The Cooling Off Period will expire after 14 days from the day we send you the Order Confirmation.
b. To cancel an Order during the Cooling Off Period, you just need to let us know that you have decided to cancel. The easiest way to do this is to login to your Account and select the “Remove Release” option next to the Order you wish to cancel. Alternatively, you can e-mail us at support@spinnup.com 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 cancel through your Account, your cancellation is effective immediately on your receipt of the cancellation confirmation. 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 an Order during the Cooling Off Period, whether or not we have begun distributing your Recording(s), we will on your request reimburse you all payments received from you in relation to that Order. We will make the reimbursement, using the same means of payment as you used for the initial transaction (unless we have notified you otherwise), as soon as possible and in any event within 14 days of receipt by us of your decision to cancel an Order and request for a refund. We will also pay you any royalties which may have become payable during the period between the Order Confirmation until you have communicated to us your cancellation of the Order, but this is provided that no such royalties have been withheld by us for the reasons set out in paragraph 13(a) below.
7. Distribution of your Recordings
a. We may appoint a third party distribution partner, or one or more of our affiliates, to provide all or some of the Services associated with the distribution of your Recordings (including but not limited to the delivery of your Recordings to selected digital music stores and digital content sharing platforms, which may include (without limitation) Spotify, Amazon, Apple Music, Facebook, TikTok, YouTube or such other similar digital music stores and/or digital content sharing platforms as we (at our discretion) shall select from time to time (“Music Platforms”), sales and usage reporting, and dealing with take down requests). Those third parties, and whether or not they are an affiliate of ours, are referred to as our “Distribution Partners”. Such appointment will not affect your rights or our obligations under this Contract.
b. The agreements between Spinnup or our appointed Distribution Partner(s), as applicable, and the Music Platforms shall determine the terms on which your Recordings are sold or made available. You acknowledge that the Music Platforms 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 Partners (if any) can guarantee that your Recordings, or any part thereof, will be exploited by the Music Platforms.
8. Your grant of rights to us
References to the “Materials” in this paragraph and elsewhere in these Terms and Conditions has the meaning given to it in paragraph 10(a) below.
a. In consideration of the sums payable to you and the services provided by Spinnup (or one or more of our Distribution Partners) in respect of the distribution of your Recordings and Materials and all services associated with such distribution pursuant to the Contract, you grant to us, our affiliates, licensees and assigns, for the duration of the Distribution Term:
i. an exclusive, transferable, sub‑licensable, worldwide license (that can be further sub-licensed) to make copies of, distribute, sell, make available and otherwise use all or any part of the Recordings and Materials by way of digital distribution (including, without limitation, by way of downloading, interactive and non‑interactive streaming, webcasting), including (without limitation) the right to:
A. ingest, store, deliver, create digital master files, convert, adapt, encode and transcribe, reproduce, compile, distribute, display, publicly perform, communicate to the public, exhibit, broadcast, synchronise, transmit, sell, make available and use the Recordings and Materials for the purposes of distribution and exploitation through and by the Music Platforms in accordance with the functionality and features enabled by the Music Platforms including, without limitation, by means of permanent downloads, temporary and/or conditional downloads, interactive streaming, non-interactive streaming and on so called “cloud” or “locker” services;
B. create specific ID files, including through fingerprinting, to identify your Recordings on Music Platforms’ servers and, where you have opted-in to this service in accordance with sub-paragraph (D) below, in user generated content embodying your Recordings and/or remixes or other derivative works of your Recordings on those Music Platforms that provide for the creation and monetisation of such content;
C. perform metadata corrections (including spelling and genre correction) where necessary; and
D. subject always to your prior written consent (which may be given by way of opt-in on our “create a release” page at the time of placing an Order or at any time within your Account), (i) permit end users of the Music Platforms to create user generated content embodying your Recordings (or portions thereof) and/or remixes or other derivative works of your Recordings on certain Music Platforms where such Music Platforms provide for the creation and monetisation of user generated content, remixes and other derivative works and (ii) use and exploit such content in accordance with the functionality and features enabled by such Music Platforms.
Please note: the digital distribution rights you grant to us in this paragraph 8(a)(i) are exclusive. This means that you cannot license the Recording(s) you Release via Spinnup to another digital distributor. We need this exclusive licence because Music Platforms do not allow duplicate submissions of the same recordings.
ii. a non-exclusive, worldwide, royalty-free and sub-licensable license to reproduce, use, publicly perform and make available clips of your Recordings and the Materials, song and album titles, 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, on the Website, our Distribution Partner’s website, the Music Platforms, our and their related websites and social media accounts and in any advertising, marketing and promotional materials relating to the Services, the Website, or the Music Platforms; and
iii. all necessary consents and rights including, without limitation, under the Copyright, Designs and Patents Act 1988 (‘Act’) (and any other applicable intellectual property laws and regulations) 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 in the Recordings and Materials at all times.
b. To the extent you own or control any part of the rights in and to the underlying compositions embodied on 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 Platforms in so far as it relates to the distribution of your Recordings on such Music Platforms.
c. You agree that you will not use the Website or Services to distribute, transmit or store any files or material that infringe copyright works or otherwise violate or promote the violation of the intellectual property rights of any third party. Whenever you make use of a feature that allows you to upload any materials to the Website, or to make contact with other users of the Website, you must comply with the content standards set out in the Acceptable Use Policy.
9. Our grant of rights to you
a. The Spinnup Artist pages (the “Artist Subsites”) are our property. We grant you a limited, non-transferable, non‑exclusive, revocable license to use the Artist Subsites to promote, on a non‑commercial basis, your Recordings and Materials and personal brand as an Artist to your fans until such time as your Account is cancelled or terminated. You promise to abide by our Website Terms and Conditions and Acceptable Use Policy when using the Artist Subsites and not use them in any manner not expressly permitted by the Contract.
b. All Spinnup trademarks, service marks, trade names, logos, domain names, and any other features of the Spinnup brand (the “Spinnup Branding”) incorporated by us on your Artist Subsite are our sole property (or of our licensors), and we do not grant you any rights to use any Spinnup Branding.
10. Your obligations to us
a. You warrant, represent and undertake that:
i. all of the Recordings are original to you and have not been copied from any third party; you own or control all rights in the Recordings (including, but not limited to music compositions and lyrics embodied therein, artwork, metadata, images and any other materials you provide to us (“collectively “Materials”)) or 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, our affiliates, licensees and assigns the rights specified in this Contract;
ii. the Recordings and 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;
iii. the Recordings and Materials do not include any material which is unlawful, harmful, threatening, defamatory, obscene, homophobic, abusive, facilitates or promotes illegal activity, harassing, racially offensive or ethnically offensive;
iv. 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;
v. you are not under the age of 18 (or otherwise considered a minor in the country where you live) 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, our affiliates, licensees and assigns;
vi. the Recordings and Materials do not contain any viruses or other programming routines that would detrimentally interfere with computer systems or data;
vii. 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;
viii. you shall comply with the content standards set out in the Acceptable Use Policy all times, and in particular whenever you upload content to our Website, or make contact with other users of the Website. We have the right to remove any content you upload to the Website if, in our opinion, it does not comply with the content standards set out in the Acceptable Use Policy; and
ix. you shall not, and you shall not authorise or encourage any third party to, directly or indirectly, generate (whether by human or automated means) sales or streams of (or impressions or clicks on any advertising in connection with) your Recordings, or otherwise obtain access to your Recordings, on the Music Platforms through any deceptive, automated, artificial, fraudulent or other dishonest means (which includes but is not limited to, repeated manual clicks, the use of bots, click farms, automated query tools or stream count manipulation mechanisms), or otherwise manipulate the Services, or engage in any illegitimate or fraudulent activity relating to consumption or promotion of your Recordings on the Music Platforms (“Artificial Activity”).
b. In the event that you are under the age of 18 (or otherwise considered a minor in the country where you live) and would like to use the Services, you may contact us at support@spinnup.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, your legal guardian and us.
c. You shall provide accurate contact and payment 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. Please note that the payment details (e.g. a PayPal account or a bank account) you provide to withdraw your Net Revenues can only be used with one Account.
d. 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.
e. You will ensure that your Recordings and the Materials are technically satisfactory for exploitation on the Music Platforms and comply with any content guidelines and general policies of our Distribution Partner(s) and the Music Platforms (which can be provided to you on request).
f. If you are provided with a user identification code or password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@spinnup.com.
g. You are solely responsible for securing and backing up your Recordings and Materials.
h. We do not guarantee that the Website and the Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the Website. You should use your own virus protection software. You must not misuse our Website by knowingly introducing viruses, trojan horses, worms, logic bombs or other material that is malicious or harmful. You must not attempt to gain unauthorized access to our Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack our Website via denial-of-service attack or distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. Where we deem it reasonably necessary, we will report any such breach to the relevant law enforcement authorities. In the event of such a breach, your right to use the Website and the Services will cease immediately.
11. Your Obligations to Others
a. You will provide all Recordings and Materials to us on a fully‑cleared basis. That means that you shall be solely responsible for securing and paying for all licenses, consents and/or permissions (as applicable) required from any third party in connection with the use of the Recordings and Materials as contemplated under this Contract, including (without limitation) authors and publishers of musical compositions and lyrics embodied in your Recordings or to their representatives, all copyright owners, artists, producers and all other persons who performed in the making of the Recordings and/or the Materials and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes. Without limiting the generality of the foregoing, you acknowledge and agree that Spinnup is not responsible to collect, administer or to make payments (i) in respect of any rights in the musical compositions and lyrics 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 persons.
b. To the extent that Spinnup allows you to select certain Recordings that you have released through the Services to distribute or make available 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.
12. Making payments to you
a. Subject to these Terms and Conditions and in particular paragraph 13 below, we will pay you 100% of your Net Revenues. Net Revenues and your current balance will be displayed in your Account and can be withdrawn by you on your request provided always that, at the time of your requested withdrawal: (i) the accumulated monies exceed €10; and (ii) your Net Revenues are not subject to our right to withhold them in accordance with these Terms and Conditions. The payments will be made to you via PayPal or bank transfer (using Hyperwallet payment services to deliver payments to you) or such other payment methods as we may use from time to time. Please note that, depending on your country, not all of the above payment methods may be available to you. “Net Revenues” means Spinnup’s actual receipts in respect of, and to the extent directly and identifiably attributable to, the digital distribution of your Recordings through the Music Platforms less any VAT or similar sales taxes, or any other taxes that we are obliged by law to deduct (including without limitation, withholding taxes) and any third-party charges attached to your withdrawal (including without limitation, Hyperwallet’s fees, payment facilitation, bank charge and currency conversion fees). Please note that Hyperwallet’s payment services are subject to the and the Hyperwallet Terms Of Service and Hyperwallet Privacy Policy, over which we have no control. We accept no liability for any statements or information contained therein. It is your responsibility to read those terms and policies and decide whether to proceed.
b. Sales and usage figures shall be made available in your Account. 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 4 (How long your account lasts for and the duration of releases) 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. If 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 in your Account 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.
f. If you have any queries regarding downloads and streams of your Recordings, tracking your earnings, and getting paid, please see the guides and FAQs available at the Spinnup Help Centre on our Website.
13. Withholding of payments to you
a. We shall be entitled at any time (or times) and at our sole discretion to withhold from you and/or not account to you in respect of any Net Revenues due or otherwise payable to you:
i. where we have reasonable grounds to believe that streams or sales of any of your Recordings on any Music Platform(s) have been generated by Artificial Activity (whether by you or by you authorising or encouraging any third party to do so, and whether directly or indirectly); and/or
ii. where we receive notice from a third party (including our Distribution Partners and/or a Music Platform(s)) that they believe streams or sales of any of your Recordings on any Music Platform(s) have been generated by Artificial Activity (or other suspicious, fraudulent or abnormal activity) (whether by you or by you authorising or encouraging any third party to do so, and whether directly or indirectly) (“Platform Notice”); and/or
iii. where we have reasonable grounds to believe that any of your Recordings, or other Materials, distributed or otherwise made available via the Services (including on your Artist Subsite), or otherwise used by us, our affiliates, licensees and assigns, actually or allegedly infringe the rights of any third party.
b. You are only permitted to have one Account. If we have reasonable grounds to believe that, despite this requirement, you operate multiple Accounts if we withhold payment under paragraph 13(a) above in respect of one Account we may withhold payment in respect of all Accounts that we reasonably believe are operated by you (or operated by someone else on your behalf).
c. Without limitation to 13(a) and (b) above please note Music Platforms and/or our Distribution Partners may withhold from and/or not account to Spinnup in respect of your Recordings and/or suspend or terminate the distribution of your Recordings if in their opinion Artificial Activity (or other suspicious, fraudulent or abnormal activity) has been involved in the generation of sales of streams of your Recordings. In such circumstances Spinnup is unable to recover withheld money.
d. This paragraph 13 is without prejudice to our other rights and remedies under the Contract or under law, including (without limitation) our right to suspend and/or terminate your Contract and the provision of the Services to you in accordance with paragraph 18(b). If you believe that Net Revenues have been withheld in error, you can appeal using this form.
14. Our Liability to you
a. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, and liability for fraud or fraudulent misrepresentation.
b. If we fail to comply with these Terms and Conditions or the Contract, we are only responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen, or if, at the time the contract was made, both we and you knew it might happen.
c. To the extent permitted by applicable law, we shall not be liable to you for business losses (including (without limitation) loss of profit, loss of business, business interruption, or loss of business opportunity, goodwill or reputation) nor loss of anticipated savings, and we exclude all implied conditions, warranties, representations or other terms that may otherwise apply to our Services and/or the Website or any content on it.
d. To the extent permitted by applicable law, our liability under or in connection with the Contract (whether arising in contract or tort, including negligence or breach of statutory duty, or otherwise) is limited to 125% of the total sums you have paid us in aggregate.
e. To the extent that applicable law does not allow the exclusion of certain terms or the limitation or exclusion of certain damages (including because you are using the Services as a consumer), the relevant exclusions or limitations set out in paragraphs 14(b) to (d) above will not apply in relation to our contract with you.
15. 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.
16. Indemnity
You agree to indemnify us, our affiliates and our and their respective directors, officers, agents, employees, shareholders, partners and independent contractors (collectively, “Indemnified Parties”) on demand against any and all claims, actions, proceedings, liabilities, demands, damages, losses, expenses or costs (including reasonable legal fees and costs) (“Claims”) suffered or incurred by an Indemnified Party arising out of any breach, or alleged breach, by you of any of the warranties, representations, or undertakings made by you in this Contract, or as a result of any Claim by a third party based on any facts which, if substantiated, would constitute such a breach.
17. How you can close your account and cancel a Release
a. Where you have not had a Release, you can simply close your Account by writing to us at support@spinnup.com.
b. In respect of a Release, after the Cooling Off Period, a Release may be terminated by you, at any time, upon 7 days written notification (including notification by email) of such termination providing there are no outstanding payments due to us. If you terminate a Release you agree that we shall have no liability or responsibility to you and we will not refund any amounts that you have already paid to us in respect of the provision of our Services, to the fullest extent permitted under applicable law. Unless you request that our Services in respect of the Release stop immediately, we shall continue to provide the Services until the end of then-current Period, but the Services shall not auto-renew at the end of that Period (as explained in paragraph 4 above).
c. If you request that the Services cease immediately on termination of a Release, and in any event at the end of the Distribution Term, we shall instruct our Distribution Partners to remove the applicable Recording(s) from all platforms and we shall cease all exploitation, use, and distribution of the applicable Recording(s), but we are not responsible for any third-party exploitation after the removal instruction has been sent.
d. Except where Services are cancelled in accordance with paragraphs 3(b), 6(c), 18(a), or 20(d) to the fullest extent permitted by law, refunds shall only be given if we are proven to be in serious breach of this Contract.
18. How we can suspend and close your account and/or cancel the Contract
a. This Contract may be terminated by us in our sole discretion upon 7 days written notification (including notification by email). Upon termination by us, we shall instruct our Distribution 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 (subject to paragraph 13(a) (withholding of revenues) above).
b. We may at any time and in our sole discretion, terminate this Contract and close your Account, immediately on notice, and/or suspend your access to the Services immediately without prior notice (including access to any Recordings and Materials you provide us), as may be required to ensure compliance with applicable laws or if we reasonably believe that you are in serious contravention or material breach of the Contract. This expressly includes:
i. if we have reasonable grounds to suspect that any of your Recordings, or other Materials, distributed or otherwise made available via the Services (including on your Artist Subsite), or otherwise used by us, our affiliates, licensees and assigns, actually or allegedly infringe the rights of any third party; and/or
ii. if we have reasonable grounds to suspect that streams or sales of any of your Recordings on any Music Platforms have been generated by Artificial Activity by you, and whether directly or indirectly, or by someone else that you have so authorized or encouraged to do so on those Music Platforms; and/or
iii. if we receive a Platform Notice (as defined in paragraph 13(a)(ii) above)); and/or
iv. if we have reasonable grounds to suspect that you have failed to clear any rights or pay any royalties in connection with any Recordings and/or Materials and, in our reasonable opinion, the continuing availability of such Recordings and/or Materials on the Music Platforms may result in a liability to Spinnup; and/or
v. if we have reasonable grounds to suspect that any of your Recordings or Materials are in breach of our Acceptable Use Policy and/or
vi. if we receive a claim from a third party that, if true, would constitute a violation of your warranties hereunder; and/or
vii. if we have reasonable grounds to suspect that you have bypassed or attempted to bypass the protective technical measures we set up; and/or
viii. if we have reasonable grounds to suspect that you set up, or otherwise operate, multiple Accounts or attempt to do so; and/or
ix. if we have reasonable grounds to suspect that you have provided false information at the time of your Order or your Account registration.
c. In the circumstances set out in paragraph 18(b) above, if we terminate the Contract, or suspend your access to the Services, we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
d. If you believe that your Account has been terminated or suspended due to the circumstances set out in paragraph 18(b) above in error, you can appeal using this form.
19. Confidentiality
a. You agree that in the course of dealing with us pursuant to this Contract 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 about you as part of the Services, to: (i) our affiliates, our Distribution Partners and the Spinnup scouts (if applicable) and (ii) to third parties in order to comply with any legal obligation, or in order to enforce or apply the Contract, or to protect the rights granted to us hereunder, property or safety of Spinnup or our affiliates, licensees, customers or others to the extent permitted under the applicable data protection laws.
20. 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 the Contract or the provision of the Services to you 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, pandemic 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 the Contract and/or our provision of the Services to you:
i. we will contact you as soon as reasonably possible to notify you;
ii. our obligations under the Contract and our provision of the Services will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
iii. once the Event Outside Our Control ends, we will contact you as soon as reasonably possible to notify you of the ending of such Event Outside Our Control.
d. You may cancel a Release 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 that is in proportion to the Services that we have performed until you informed us of your decision to cancel the Release together with any royalties which may have become payable (subject to paragraph 13(a) above).
21. Severance
If any provision or part-provision or element of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
22. Choice of law and disputes
Please note that the Contract, their subject matter and their formation, are governed by English law. However, if you are a consumer, you will still benefit from any mandatory provisions of the law of the country in which you usually reside and nothing in these Terms and Conditions, including the foregoing sentence, affects your rights as a consumer to rely on such mandatory provisions of local law. To the extent permitted by applicable law, you and we both agree that the courts of England and Wales will have exclusive jurisdiction.
In the event of a dispute between the Parties arising out of the 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.
23. Third parties
The Contract is between you and us. Except as otherwise expressly set out in the Contract, no other party shall have any rights under this Contract. Please note that the grant of rights you give in paragraph 8 are expressly intended to benefit our affiliates, licensees and assigns.
24. Assignment, transfer and sub-contracting
By entering into the Contract, you accept that we may freely sub-contract the Services to any Distribution Partner, but we will remain primarily responsible for our obligations to you under the Contract. We may also assign or transfer our rights and obligations under this Contract. We will contact you if we plan to do this. If you are unhappy with the assignment you may contact us to end the Contract in accordance with paragraph 17 above.
25. Variation
You may not alter the terms and conditions of this Contract.
26. Communication and notices
If we have to contact you, we will do so by writing to you at the email address you have provided to us at the time you created your Account. You can contact us by writing to us at support@spinnup.com. Helpful guides and FAQs about the Services can also be found at the Spinnup Help Centre on our Website.