Terms Of Service

VIRAL PLAYLISTS DIGITAL DISTRIBUTION SERVICE TERMS AND CONDITIONS

Version Date: 13-09-2024

Introduction

By utilizing the services provided by us through the site or in connection with your Viral Playlists Digital account, you acknowledge and agree to be bound by the terms of service. If you do not accept these terms in their entirety, you may not access or use the services provided by us.

Definitions and Interpretation

In these Terms, capitalized words and expressions have the following meanings:

Assets: Refers to all relevant materials provided by you for the purpose of delivering the agreed-upon services. These include, but are not limited to, audio files, metadata, artwork, and any other related content necessary for fulfilling your distribution needs.
Commencement Date: The date of signup and agreeing to these Terms.
Delivery Specifications: Minimum technical and data requirements as prescribed by us for the proper submission and distribution of your assets.
Digital Services: Third-party digital and/or mobile consumer services nominated by you for receipt of Recordings.
Gross Receipt: The total gross revenue generated from your assets by the Digital Services, prior to any deductions.
Net Receipts: A Partner Charge of 9% will apply for products distributed via servers located in England, and a partner charge of 5% will apply for products distributed via servers located in Spain. No additional deductions or fees will be applied to your earnings, except in the case of applicable sales tax on products delivered via our Spanish server, which will be charged at the time of payout.
Licensed Territory: Worldwide distribution rights unless otherwise specified.
Rights: The rights granted to us by you under paragraph 4.
Service: The digital distribution service provided by us in accordance with these Terms.
Service Duration: As defined in paragraph 5.
Your Share: You will receive 100% of the Net Receipts after the deduction of partner charges (9% for products delivered via the server in England and 5% for products delivered via the server in Spain). Viral Playlists Digital does not deduct any additional fees from your Net Receipts except for the partner charge and applicable taxes during payout for products delivered via our Spanish server.

Verified Artists Program

Clients meeting the criteria for large data submissions are eligible for the Verified Artists Program, which offers the following exclusive benefits:

A Verified Badge displayed on their profiles.
Unlimited uploads and distributions at no additional cost.
Free publishing services included with all distributions.
Free customization of record label
Marketing (Editorial playlists pitching and support)
Free smart links to aid in marketing and promotions.

No charges will apply to distributions for Verified Artists, except for optional add-on services that are outside the scope of this digital distribution agreement.

Verified Artists will incur an 8% maintenance charge, in addition to the applicable partner charge (9% for products distributed via servers in England, and 5% for products distributed via servers in Spain).

General Conditions; Access to and use of the Services

2.1 During the Duration and subject to compliance with these Terms of Use, you have the right to access the Platform and enjoy the Service provided by us.

2.2 For informational purposes, Platform features include, but are not limited to:

Upload of End User Content to the Platform for availability on Digital Music Services.
Optional services, including quality control, distribution, and storage.
Direct payment of corresponding fees for contracting services.
Hosting of End User Content.
Qualification, transformation, and transmission to Digital Music Services.
Takedown of content.
Assigning codes (ISRC, UPC, ISWC).
Accessing sales and usage reports of End User Content in Digital Music Services.
Requesting payment of Royalties generated by End User Content.
Managing and receiving neighboring rights.

Nonetheless, we reserve the right to include new functionalities or eliminate any features of the Service, change characteristics, design, appearance, or presentation of the Platform and the Service. If you are dissatisfied with the resulting Platform, you can terminate the relationship as described in these Terms of Use.

2.3 Furthermore, you affirm that you have all necessary rights regarding Your Content and grant us exclusive administration rights for Digital Music Services selected through our Service.

What You Can Do and What You Can’t Do

Use of the Platform

3.1 By registering and uploading Your Content on the Platform, you assume the following obligations:

Use the Platform diligently and upload content with rights owned by you or for which you are authorized by the rights holder.
Provide all necessary information for using the Service.
Pay all applicable fees for the Services.
Inform us of any activity inconsistent with these Terms of Use.
Indicate through the Platform if Your Content contains “explicit” content.
Refrain from illegal activities or actions that could harm any party, including us.

3.2 You undertake:

Not to grant access to the Platform to any unauthorized third party or employees who, due to their position, should not access the Platform.
Not to access the source code of the Platform.
Not to use information, rules, or instructions for purposes other than those established in these Terms of Use.
Not to disclose Platform information to any third party.
Not to permit public access to the Platform.
Not to use the Platform to upload content not owned by you or without an explicit license for commercial exploitation.
Not to perform activities forbidden by law or these Terms of Use.

3.3 In general, you agree to use the Platform lawfully and diligently, being liable for any breach of these Terms of Use.

Upload and Storage of Your Content

3.4 After registration, you can upload Your Content to your personal account for subsequent Digital Distribution.

3.5 You can only upload content for which you are the owner or have written permission from the rights holders. We may ask for documents, contracts, and registration certificates to confirm your rights.

3.6 You cannot upload harmful, threatening, unlawful, confidential, defamatory, libelous, harassing, obscene, indecent, fraudulent, or infringing content. We reserve the right to remove any content without legal conviction that it belongs to you.

3.7 You cannot upload private or fake information of any third party.

3.8 You cannot upload content that breaches copyright law or third-party brand ownership.

3.9 You are free to exploit Your Content directly or through third parties to Digital Music Services not available on the Platform.

3.10 We reserve the right to access and analyze Your Content to ensure compliance with the law and these Terms of Use. We may delete files, data, or information not complying with these terms.

3.11 These Terms of Use do not obligate you to upload a minimum quantity of content or ensure its minimum availability.

Fees

4.1 By using the Service, you agree to pay the applicable fees for the contracted services as outlined in the Pricing section of our website. You will receive 100% of the net receipts after the deduction of any applicable partner charges and, where relevant, sales tax for products delivered via our server in Spain, which will be applied during payout. No additional deductions will be applied beyond those explicitly stated.

4.2 Payments and associated claims will be made through the corresponding “Money and Report-> Confirmed Sales Balance” section of the Platform. Payments will be made in the currency stated by us and payable bank-to-bank wire transfer to your designated account. You agree to pay any imposed duty, tax, levy, or fee.

4.3 Payment of generated sales fees shall be made monthly, within days from receipt of an out-payment request from you, provided the due amount exceeds the minimum payment threshold. We reserve the right to withhold payment for an additional twenty-four (24) months if we suspect fraudulent or non-compliant activities.

4.4 If any Digital Music Service deducts any amount due to any contingency, overpayment, or investigation demonstrating lesser fees, we may provide a revised sales report and deduct the corresponding amount from future payments.

4.5 You expressly authorize us to collect all incomes from the exploitation of Your Content through the Platform.

4.6 We may change the Service price, or minimum payment threshold, notifying you not less than thirty (30) days before the effective date.

4.7 Audits: We will maintain accurate records, and upon reasonable notice, an independent certified accounting firm appointed by you may audit those records once a year.

Duration and Termination

5.1 The duration of our contractual relationship is initially undetermined, starting upon registering at the

Platform. Either party may terminate the Service by providing a thirty (30) days’ notice.

5.2 We may terminate our relationship and the Service for various reasons, including your breach of terms, insolvency, infringement of our intellectual property rights, or unlawful activity.

5.3 All costs due for any Service provided until termination must be paid.

5.4 Termination will not affect accrued rights and obligations of the parties at the termination date. Existing contracts with third parties will remain in force.

Intellectual Property Rights

6.1 Nothing herein grants or confers any property rights in the Platform. We retain all licensed or ownership rights to the Platform, our brands, technology, etc.

6.2 When uploading Your Content, you acknowledge:

We are authorized to administer Your Content through selected Digital Music Services worldwide during our relationship.
You own and/or control all rights to Your Content.
Your Content does not infringe third-party rights.
We are authorized to grant synchronization licenses of Your Content to third parties during our relationship.

Fraud

7.1 You agree not to generate automated, fraudulent, or invalid playback actions, especially in Digital Music Services.

Privacy

8.1 Our data protection policy is described in the Privacy Policy, available in the “Privacy” section of our website.

Warranty. Limitation of Liability

9.1 We cannot warrant that the Platform and the Service will meet your requirements. We provide the Services and the Platform “as is” without warranty, except as expressly provided in these Terms.

9.2 You assume all liability and agree to defend, indemnify, and hold us harmless for the use of the Platform and the Service.

9.3 Our liability for the Platform and the Service shall be limited to the fees paid by you during the 12 months prior to the claim.

9.4 We shall not be liable for any indirect, special, incidental, or consequential losses or damages of any kind.

9.5 We respect others’ rights and will respond promptly to remove or disable access to material claimed to infringe third parties’ rights.

Miscellaneous

10.1 Non-assignment: You may not assign your account or any interest therein without our express written consent.

10.2 Severability: If any provision is found invalid, other provisions will remain in force.

10.3 Artist’s Grant of Rights for Marketing Purposes: Viral Playlists Digital is authorized to use the artist’s images, videos, successes, music achievements, milestones, awards, and recognition for the purpose of social proof on websites, social media platforms, and marketing materials. This grant of rights is non-exclusive and allows Viral Playlists Digital to display, reproduce, and distribute these materials strictly for promotional activities related to Viral Playlists Digital and its services.

10.4 Promotion Services: We are not obliged to effectuate online promotion of Your Content but may offer complimentary promotional services separately.

10.5 Notifications: Notices shall be by email or to the provided address.

10.6 Amendments: We may amend these Terms with notice, and your continued use after the effective date is considered consent.

10.7 Confidentiality: Information provided to you must be treated as confidential.