Last Updated: September 23, 2024
We enter into this agreement, acting through our disclosed agent, SONGBITS LIMITED, a company registered in England and Wales with company registration number 13838925, whose company registered address is Level 3 207 Regent Street, London, United Kingdom, W1B 3HH.
These Terms use terms with special meanings. Where such a term is used, it is capitalised or when it is first used, it is shown in bold and/or its meaning is explained in the Glossary at the end of these Terms (where rules explaining how the Agreement shall be interpreted).
IMPORTANT NOTICE:
· By placing an order for Bits on the Platform, you confirm that you have read and accept these Terms and that you understand your right to receive a fraction of the available streaming royalties from the Recording, your rights in and to the Content, how your royalty payment is calculated (based upon that percentage) as set out in the relevant Release Page for the Recording and how it will be distributed to you.
· Your attention is particularly drawn to the exclusions and limitations of liability at clause 7.
· You should print a copy of these Terms for future reference.
1. CONTRACT FORMATION
1.1 When you place an order for Bits on the Platform, you are offering to purchase such Bits from us on these Terms. The agreement for the purchase of Bits by you from us will be upon and subject to these Terms and will be formed when we accept the order by either (i) providing you with the relevant Bits in accordance with clause 2. or (ii) communicating our acceptance of the order, and this will be the "Agreement."
1.2 Each contract formed from any such order is an individual agreement separate from any other agreement that may be entered into for other Bits with other Fans or with you regarding other orders.
1.3 These Terms are the only terms and conditions under which we will supply Bits to you and will apply to the exclusion of all other terms and conditions save where otherwise expressly set out herein.
2.1 Following the conclusion of your purchase, we, acting through SongBits as our Agent, will record your rights in and to the applicable Bits (and the right to receive streaming revenue derived from the Recording under these Terms) and the Content by recording your rights and ownership through a smart contract (in an immutable blockchain).
3.1 For illustrative and creative purposes, we may indicate the purchase of your Bits as being a bar or other representation of the Recording. Still, the ownership of the Content (including the Recording) shall always remain with the Artist (in respect to which all such rights are reserved to the Artist and/or the applicable third-party rights holder).
3.2 The purchase of a Bit grants you (i) ownership of all personal property rights to that Bit and, if applicable, associated Artwork or digital assets (i.e. the right to sell or otherwise dispose of such Bit) and (ii) the right to receive a designated fractional share of our Royalty from the relevant Recording, such fractional share is calculated as the number of Bits of a Recording purchased divided by the total number of Bits of such Recording (evidenced by the associated smart contract recording your purchase of Bits) (defined as "Your Fractional Share").
3.3 You agree that ownership of the Bit does not include ownership of the intellectual property rights in the Content (in respect of which all such rights are reserved to the Artist and/or the applicable third-party rights holder).
3.4 We grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Recordings associated with the Bit solely for the following purposes: (i) for your own personal, non-commercial use and (ii) as part of a third-party digital asset service associated with the purchased Bits upon and subject to the applicable terms and conditions relating to its use and the digital asset in question.
3.6 Our rights contained in clause 3. will survive the expiry or termination of this Agreement however it arises.
4.1 The price per Bit is set out on the Platform for each Recording when you make an order. Using the Platform, you will pay our Agent (as a disclosed collection agent for us) the price for the number of Bits you purchase.
5.1 We shall be responsible for and shall pay you Your Fractional Share of the Royalty that we receive in U.S. Dollars (or other agreed currency) 30 days after receipt from the streaming services and after deducting any applicable fees, transaction fees, or other payment processing fees. Any sums we receive in foreign currency will be converted to U.S. Dollars (or other agreed currency) at either the same rate we received them or the current spot exchange rate at the transaction time.
5.2 Our payment of Your Fractional Share of the Royalty is conditional on you maintaining an account on the Platform and complying with the SongBits Terms of Service regarding such an account, including, in particular, the obligation to maintain an account with our Agent’s third-party payment processor.
6. WARRANTIES
6.1 Each Party warrants, represents, and undertakes to the other that (i) it has total capacity and authority to enter into and to perform these Terms; and (ii) once this agreement is formed, it will constitute its legal, valid and binding obligations.
7. EXCLUSIONS AND LIMITATIONS OF LIABILITY
7.1 We will have no Liability to you for any indirect, consequential or special loss subject always to clause 7.2.
7.2 Nothing in these Terms will operate to exclude or restrict our Liability: (i) that cannot be excluded or restricted in respect of death or personal injury resulting from negligence, (ii) for fraud or fraudulent misrepresentation, or (iii) for any matter for which we are not permitted by law to exclude or limit, or to attempt to exclude or limit, our liability.
8.1 You will: (i) provide us with all such information and assistance as we may reasonably require from time to time to perform our obligations or exercise our rights under these Terms; (ii) obtain such licences, permits, consents and authorisations as may be required for the purchase of Bits; and (iii) promptly give us written notice of any dispute you are involved in and any claim or complaint made against you in respect of Bits.
8.3 Notwithstanding any other term of these Terms, we will not be in breach of these Terms, to the extent our failure to perform or delay or defect in the performance of its obligations under these Terms arises as a result of (i) any breach by you of your obligations contained in this Agreement, (ii) us relying on any incomplete or inaccurate data provided by a third party, or (iii) us complying with any instruction or request by you.
9.1 Unless and until terminated in accordance with its terms, these Terms shall last for so long as you remain an owner and rights holder in and to Bits and/or any Content.
9.2 If you commit a material breach of these Terms, we may terminate this agreement by giving you not less than seven days’ written notice to that effect.
9.3 If your account on the Platform is terminated due to a breach of the SongBits Terms of Service governing such account, this agreement will be terminated immediately. You may have the right to appeal such termination by contacting our Agent. If, following such appeal, your account is reinstated, then the Agreement will be reinstated from the date of such termination.
9.4 Following the expiry or termination of these Terms, all your rights to receive further royalty payments under these Terms and your rights in and to the Bits and/or the Content will automatically revert to us (or the applicable third-party licensor) – and in such event, your right to receive any royalty payments under these Terms may cease. We may re-sell your Bits and any associated Content after re-listing them for sale on the Platform through our Agent (or, in our sole discretion, we may cancel such rights and re-issue Bits and corresponding Content by way of substitute for (or in addition to) your Bits and Content).
10.1 Subject to clause 10.3, any notice given under or in connection with these Terms will be sent by e-mail. Our e-mail address is on our profile on the Platform, and your e-mail address is associated with your profile on the Platform.
10.2 Any notice given will be deemed to have been served when sending the e-mail.
10.3 This clause 10 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.
11.1 These Terms constitute the entire agreement between the parties and supersede any prior agreement or arrangement with respect to its subject matter. Nothing in clause 11.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
11.2 If any term of these Terms (including any exclusion from, or limitation of, liability set out in clause 7) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these Terms, and this will not affect the remainder of these Terms which will continue in full force and effect.
11.3 In the event of any conflict between these Terms and the SongBits Terms of Service, the former shall prevail to the extent such terms relate to the sale of the Bits and the provision of the Content.
11.4 Each party agrees that it is an independent contractor entering into these Terms as principal and not as agent for or for the benefit of any other person. The Agent is not a party to these Terms.
11.5 Other than as expressly stated otherwise herein, the parties do not intend that any term of these Terms will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.
11.6 As set out in clause 3.5, you are not entitled to assign, transfer, charge, hold on trust for any person, or deal in any other manner with any of your rights under these Terms.
12. GOVERNING LAW AND JURISDICTION
12.2 Subject to clause 12.3, the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms (including any non-contractual obligations).
12.4 Subject to clause 12.3, each party waives any objection to and agrees to submit to the jurisdiction of the courts of England and Wales. Each party agrees that a judgment or order of any such court is binding upon it and may be enforced against it in the courts of any other jurisdiction.
13. GLOSSARY AND INTERPRETATION
13.1 In these Terms, the following words and expressions have the following meanings and, in addition, any words and expressions defined in any clause will have the same meaning when used in any other clause:
|
"Agent" or "SongBits" |
SONGBITS LIMITED, a company registered in England and Wales with company registration number 13838925 whose company registered address is Level 3 207 Regent Street, London, United Kingdom, W1B 3HH
|
|
"Artist" (also referred to as "we", "our" or "us")
|
the person who submits a Recording to the Platform |
|
"Artwork" |
digital artwork relating to the Recordings and the Artist
|
|
"Bits" |
the right to a bit of the Recording (but this shall, for the avoidance of doubt, not attach to any particular note or part of any Recording, only a percentage of the relevant right to receive a specific corresponding fraction of music streaming royalties of such Recording in accordance with these Bits Sale Terms)
|
|
"Content" |
Recordings and Artwork, but excluding any and all mediums of traditional and/or physical mediums of product distribution now known or to be known or invented in the future including cassette tape(s), DAT (digital audio tape(s)), CD(s) (compact discs) and vinyl
|
|
"Liability" |
liability arising out of or in connection with this Agreement, whether in contract, tort, misrepresentation, restitution, under statute or otherwise contained in this Agreement and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under this Agreement, in each case howsoever caused including if caused by negligence or if caused by a deliberate and/or repudiatory breach by that party
|
|
"Platform" |
our Agent’s platform known as the SongBits platform or any other replacement as we may inform you from time to time
|
|
"Release Page" |
means the page set out on the Platform which details, in respect of each Recording: (i) how a Royalty is calculated, and (ii) how much of a percentage of the relevant right to receive revenue is attributed to each Bit
|
|
"Royalty" |
the digital streaming revenue the Artist is entitled to earn from the streaming services which are directly attributable to our Agent’s exploitation of the relevant Recording (note that we may not be the only entity or person entitled to receive streaming revenue from exploitation of the Recording, so this royalty is limited only to our respective share of royalty payments derived from the Recording)
|
|
"Recording" |
the licensed master recordings of a song or track by the Artist as specified in your order
|
|
"SongBits Terms of Service" |
means those terms which apply to the use of the Platform (and which are available from time to time on the Platform)
|
13.2 all headings are for ease of reference only and will not affect the construction or interpretation of these Terms;
13.3 references to a "person" include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of the state or any other entity (in each case whether or not having separate legal personality);
13.4 any words following the words "include", "includes", "including", "in particular" or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them and the ejusdem generis rule will not apply;
13.5 references to "in writing" or "written" include e-mail but no other electronic messaging methods.
SongBits Limited, registered in England and Wales, company no. 13838925. Registered office: Level 3, 207 Regent Street, London W1B 3HH. Contact: hello@songbits.com