These Terms govern the use of this Application, and, any other related Agreement or legal relationship with the Owner in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document. The User must read this document carefully.
Effective December 11, 2022
This Application is provided by:
FRSHI LTD, a company registered in UNITED KINGDOM under 15060789, with its registered business address at 2nd Floor College House, 17 King Edwards Road, RUISLIP, London,, HA4 7AE, UNITED KINGDOM
The following documents are incorporated by reference into these Terms:
Service Level Agreement
What the User should know at a glance.
The right of withdrawal only applies to European Consumers. The right of withdrawal, also commonly called the right of cancellation in the UK, is consistently referred to as the right of withdrawal within this document.
Usage of this Application and the Service is age-restricted: to access and use this Application and its Service the User must be an adult under applicable law.
Please note that some provisions in these Terms may only apply to certain categories of Users. In particular, certain provisions may only apply to Consumers or to those Users that do not qualify as Consumers. Such limitations are always explicitly mentioned within each affected clause. In the absence of any such mention, clauses apply to all Users.
TERMS OF USE
Unless otherwise specified, the terms of use detailed in this section apply generally when using this Application.
Single or additional conditions of use or access may apply in specific scenarios and in such cases are additionally indicated within this document.
By using this Application, Users confirm to meet the following requirements:
- There are no restrictions for Users in terms of being Consumers or Business Users;
- Users must be recognized as adults by applicable law;
Account registration
To use the Service Users may register or create a User account, providing all required data or information in a complete and truthful manner. Users may also use the Service without registering or creating a User account, however, this may cause limited availability of certain features or functions.
Users are responsible for keeping their login credentials confidential and safe. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by this Application.
By registering, Users agree to be fully responsible for all activities that occur under their username and password. Users are required to immediately and unambiguously inform the Owner via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, has been violated, unduly disclosed, or stolen.
Account termination
Users can terminate their account and stop using the Service at any time by directly contacting the Owner at the contact details provided in this document.
Account suspension and deletion
The Owner reserves the right, at its sole discretion, to suspend or delete at any time and without notice, User accounts which it deems inappropriate, offensive or in violation of these Terms.
The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement.
The suspension or deletion of accounts due to causes attributable to the User does not exempt the User from paying any applicable fees or prices.
Content on this Application
Unless where otherwise specified or clearly recognizable, all content available on this Application is owned or provided by the Owner or its licensors.
The Owner undertakes its utmost effort to ensure that the content provided on this Application infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result. In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document.
Rights regarding content on this Application – All rights reserved
The Owner holds and reserves all intellectual property rights for any such content. Users may not, therefore, use such content in any way that is not necessary or implicit in the proper use of the Service.
In particular, but without limitation, Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available on this Application, nor allow any third party to do so through the User or their device, even without the User’s knowledge.
Where explicitly stated on this Application, the User may download, copy and/or share some content available through this Application for its sole personal and non-commercial use and provided that the copyright attributions and all the other attributions requested by the Owner are correctly implemented.
Any applicable statutory limitation or exception to copyright shall stay unaffected.
Access to external resources
Through this Application Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.
Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties terms and conditions or, in the absence of those, applicable statutory law.
Acceptable use
This Application and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law.
Users are solely responsible for making sure that their use of this Application and/or the Service violates no applicable law, regulations or third-party rights.
Therefore, the Owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to this Application or the Service, terminating contracts, reporting any misconduct performed through this Application or the Service to the competent authorities such as judicial or administrative authorities – whenever Users engage or are suspected to engage in any of the following activities:
- violate laws, regulations, and/or these Terms;
- infringe any third-party rights;
- considerably impair the Owner
- legitimate interests
- offend the Owner or any third party.
TERMS AND CONDITIONS OF SALE
Paid Products
Some of the Products provided on this Application, as part of the Service, are provided on the basis of payment.
The fees, duration, and conditions applicable to the purchase of such Products are described below and in the dedicated sections of this Application.
Product description
Prices, descriptions, or availability of Products are outlined in the respective sections of this Application and are subject to change without notice.
While Products on this Application are presented with the greatest accuracy technically possible, representation through photos, images, colors, sounds, or any other means is for reference only and implies no warranty as to the characteristics of the purchased Product.The characteristics of the chosen Product will be outlined during the purchasing process.
Purchasing process
Any steps are taken from choosing a Product to order submission form part of the purchasing process. The purchasing process includes these steps:
- Users must choose the desired Product and verify their purchase selection.
- After having reviewed the information displayed in the purchase selection, Users may place the order by submitting it.
Order submission
When the user submits an order, the following applies:
The submission of order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes, and possible further fees and expenses, as specified on the order page.
In case the purchased Product requires active input from the User, such as the provision of personal information or data, specifications, or special wishes, the order submission creates an obligation for the User to cooperate accordingly. Upon submission of the order, Users will receive a receipt confirming that the order has been received. All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.
Prices
Users are informed during the purchasing process and before order submission, about any fees, taxes, and costs (including, if any, delivery costs) that they will be charged.
Prices on this Application are displayed:
either exclusive or inclusive of any applicable fees, taxes, and costs, depending on the section the User is browsing.
Methods of payment
Information related to accepted payment methods is made available during the purchasing process.
Some payment methods may only be available subject to additional conditions or fees. In such cases, related information can be found in the dedicated section of this Application. All payments are independently processed through third-party services. Therefore, this Application does not collect any payment information, such as credit card details, but only receives a notification once the payment has been successfully completed.
If payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfill the purchase order. Any possible costs or fees resulting from the failed or refused payment shall be borne by the User.
Retention of usage rights
Users do not acquire any rights to use the purchased Product until the total purchase price is received by the Owner.
Performance of services
The purchased service shall be performed or made available within the timeframe specified on this Application or as communicated before the order submission.
Contract duration Subscriptions
Subscriptions allow Users to receive a Product continuously or regularly over a determined period of time. Paid subscriptions begin on the day the payment is received by the Owner. In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions.
Fixed-term subscriptions
Paid fixed-term subscriptions start on the day the payment is received by the Owner and last for the subscription period chosen by the User or otherwise specified during the purchasing process.
Once the subscription period expires, the Product shall no longer be accessible, unless the User renews the subscription by paying the relevant fee.
Fixed-term subscriptions may not be terminated prematurely and shall run out upon the expiration of the subscription term.
User rights
Right of withdrawal
Unless exceptions apply, the User may be eligible to withdraw from the contract within the period specified below (generally 14 days), for any reason and without justification. Users can learn more about the withdrawal conditions within this section.
Who the right of withdrawal applies to Unless any applicable exception is mentioned below, Users who are European Consumers are granted a statutory cancellation right under EU rules, to withdraw from contracts entered into online (distance contracts) within the specified period applicable to their case, for any reason and without justification. Users that do not fit this qualification, cannot benefit from the rights described in this section.
Exercising the right of withdrawal
To exercise their right of withdrawal, Users must send to the Owner an unequivocal statement of their intention to withdraw from the contract.
To this end, Users may use the model withdrawal form available from within the definitions section of this document. Users are, however, free to express their intention to withdraw from the contract by making an unequivocal statement in any other suitable way. In order to meet the deadline within which they can exercise such right, Users must send the withdrawal notice before the withdrawal period expires.
When does the withdrawal period expire?
Regarding the purchase of a service, the withdrawal period expires 14 days after the day that the contract is entered into unless the User has waived the withdrawal right.
Effects of withdrawal
Users who correctly withdraw from a contract will be reimbursed by the Owner for all payments made to the Owner, including, if any, those covering the costs of delivery. However, any additional costs resulting from the choice of a particular delivery method other than the least expensive type of standard delivery offered by the Owner, will not be reimbursed.
Such reimbursement shall be made without undue delay and, in any event, no later than 14 days from the day on which the Owner is informed of the User(s) decision to withdraw from the contract. Unless otherwise agreed with the User, reimbursements will be made using the same means of payment as used to process the initial transaction. In any event, the User shall not incur any costs or fees as a result of such reimbursement.
Where a User exercises the right of withdrawal after having requested that the service be performed before the withdrawal period expires, the User shall pay to the Owner an amount which is in proportion to the part of service provided.
Such payment shall be calculated based on the fee contractually agreed upon, and be proportional to the part of service provided until the time the User withdraws, compared with the full coverage of the contract.
Liability and indemnification
Australian Users
Limitation of liability
Nothing in these Terms excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar State and Territory legislation and which cannot be excluded, restricted or modified (non-excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non-excludable right and liability which is not otherwise excluded under these Terms of Use, is limited, at the Owner(s) sole discretion, to the re-performance of the services or the payment of the cost of having the services supplied again.
US Users
Disclaimer of Warranties
This Application is provided strictly on an as-is and as available basis. Use of the Service is at Users own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by the user from the owner or through the Service will create any warranty not expressly stated herein.
Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers, and employees do not warrant that the content is accurate, reliable, or correct; that the Service will meet Users requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at users’ own risk and users shall be solely responsible for any damage to Users computer system or mobile device or loss of data that results from such download or Users use of the Service.
The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.
The Service may become inaccessible or it may not function properly with Users web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.
Federal law, some states, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.
Limitations of liability
To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein; any errors, mistakes, or inaccuracies of content; personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service; any unauthorized access to or use of the Owner secure servers and/or any and all personal information stored therein; any interruption or cessation of transmission to or from the Service; any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service; any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter. This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, negligence, strict liability, or any other basis, even if the company has been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.
Indemnification
The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from User use of and access to the Service, including any data or content transmitted or received by User; User violation of these terms, including, but not limited to, User breach of any of the representations and warranties set forth in these terms; User violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights; User violation of any statutory law, rule, or regulation; any content that is submitted from User account, including third party access with User unique username, password or other security measures, if applicable, including, but not limited to, misleading, false, or inaccurate information; User willful misconduct; or statutory provision by User or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.
Common provisions
No Waiver
The Owner failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.
Service interruption
To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates, or any other changes, informing the Users appropriately.
Within the limits of the law, the Owner may also decide to suspend or terminate the Service altogether. If the Service is terminated, the Owner will cooperate with Users to enable them to withdraw Personal Data or information in accordance with applicable law.
Additionally, the Service might not be available due to reasons outside the Owner reasonable control, such as force majeure (eg. labor actions, infrastructural breakdowns or blackouts, etc).
Service reselling
Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of this Application and of its Service without the Owner express prior written permission, granted either directly or through a legitimate reselling program.
Privacy policy
To learn more about the use of their Personal Data, Users may refer to the privacy policy of this Application.
Intellectual property rights
Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights, and design rights related to this Application are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.
All trademarks, nominal or figurative, and all other marks, trade names, service marks, wordmarks, illustrations, images, or logos appearing in connection with this Application are and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.
Changes to these Terms
The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes.
Such changes will only affect the relationship with the User in the future.
The continued use of the Service will signify the User acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service. Failure to accept the revised Terms may entitle either party to terminate the Agreement.
The applicable previous version will govern the relationship prior to the User’s acceptance. The User can obtain any previous version from the Owner.
If required by applicable law, the Owner will specify the date by which the modified Terms will enter into force.
Assignment of contract
The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User legitimate interests into account. Provisions regarding changes to these Terms will apply accordingly.
Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner.
Contacts
All communications relating to the use of this Application must be sent using the contact information stated in this document.
Severability
Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
EU Users
Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts. In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.
Without prejudice to the above, the nullity, invalidity, or the impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.
USA Users
Any such invalid or unenforceable provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable, and consistent with its original intent. These Terms constitute the entire agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.
Governing law
These Terms are governed by the law of the place where the Owner is based, as disclosed in the relevant section of this document, without regard to conflict of laws principles.
Exception for European Consumers
However, regardless of the above, if the User qualifies as a European Consumer and has their habitual residence in a country where the law provides for a higher consumer protection standard, much higher standards shall prevail.
Venue of jurisdiction
The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the place where the Owner is based, as displayed in the relevant section of this document.
Exception for European Consumers
The above does not apply to any Users that qualify as European Consumers, nor to Consumers based in Switzerland, Norway, or Iceland.
Dispute resolution
Amicable dispute resolution
Users may bring any disputes to the Owner who will try to resolve them amicably.
While Users’ right to take legal action shall always remain unaffected, in the event of any controversy regarding the use of this Application or the Service, Users are kindly asked to contact the Owner at the contact details provided in this document.
The User may submit the complaint including a brief description and if applicable, the details of the related order, purchase, or account, to the Owner email address specified in this document.
The Owner will process the complaint without undue delay and within 21 days of receiving it.
Online dispute resolution for Consumers
The European Commission has established an online platform for alternative dispute resolutions that facilitates an out-of-court method for solving any dispute related to and stemming from online sale and service contracts.
As a result, any European Consumer can use such a platform for resolving any dispute stemming from contracts that have been entered into online. The platform is available at the following link.
Definitions and legal references
This Application (or this Application)
The property that enables the provision of the Service.
Agreement
Any legally binding or contractual relationship between the Owner and the User, governed by these Terms.
Business User
Any User that does not qualify as a Consumer.
European (or Europe)
Applies where a User is physically present or has their registered offices within the EU, regardless of nationality.
Example withdrawal form:
Addressed to:
FRSHI LTD, 2nd Floor College House, 17 King Edwards Road, RUISLIP, London, HA4 7AE, UNITED KINGDOM, [email protected].
I/we hereby give notice that I/we withdraw from my/our contract of sale of the following goods/for the provision of the following service:
____________________________________
(insert a description of the goods/services that are subject to the respective withdrawal)
Ordered on: ____________ (insert the date)
Received on: ____________ (insert the date)
Name of consumer(s): ____________
Address of consumer(s): ____________
Date: ____________
____________ (sign if this form is notified on paper)
The owner (or We) indicates the natural person(s) or legal entity that provides this Application and/or the Service to Users.
Product
A good or service available for purchase through this Application, such as e.g. physical goods, digital files, software, booking services etc.
The sale of Products may be part of the Service.
Service
The service provided by this Application is described in these Terms and on this Application.
Terms
All provisions applicable to the use of this Application and/or the Service as described in this document, including any other related documents or agreements, and as updated from time to time.
User (or You)
Indicates any natural person or legal entity using this Application.
Consumer
Any User qualifying as a natural person who accesses goods or services for personal use, or more generally, acts for purposes outside their trade, business, craft or profession.
FRSHI Specific Terms for music distribution
Thank you very much for choosing FRSHI LTD as your Digital Music Distributor. We hope you enjoy our service and achieve great success with your music career. Please, read these Terms of Use very carefully as they constitute a binding agreement between you (in these Terms, the End User or You), and us (in these Terms, FRSHI, We or Us) and are effective upon the registration on the platform, available at https://Frshi.com (hereinafter, the Platform).
Formally, the provider of the service and responsiveness of the Platform is FRSHI LTD, which is a limited liability Company constituted and existing under the laws of UK, with legal address in 2nd Floor College House, 17 King Edwards Road, RUISLIP, London, HA4 7AE, UNITED KINGDOM, Tax ID #BE0749.505.934, and registered at the Commercial Register of Hasselt with Company Registration Number Hasselt. Our contact information can be found in the “Contact” Tab of the “Legal” section in your account.
The FRSHI LTD services shall be provided in accordance with:
The Terms of Use set forth in this document.
The Privacy Policy is made available to You in the Legal Section of your Account.
Please, provide and fill out all the information required in the “Account-> Profile” section of the Platform as it is necessary to create a contractual relationship between us. We made our Terms of Use as easy to read as possible, but if you have any doubts or queries, please contact us by using any of the communication channels described above.
Table of Contents:
- Definitions
- General Conditions; Access to and use of the Services
- What You can do and what you can’t do
- Fees
- Duration and Termination
- Intellectual Property Rights
- Fraud
- Privacy
- Warranty. Limitation of Liability
- Miscellaneous
Definitions
To facilitate the understanding of these Terms of Use, the following principal expressions will have these meanings:
“Customer”: refers to any individual that accesses or makes use of a Digital Music Service.
“Digital Distribution”: means the transferring by any means of data transmission or communication, through the internet, internet radio, kiosks, in-store listening posts, mobile, wireless, satellite, and similar communication systems, whether now known or existing in the future, of the End User Content in multiple digital formats including but not limited to clips, permanent downloads, subscriptions, streams and timeout-downloads, ring-tones and ring-back tones and any other means.
“Digital Music Service”: means any digital outlet, such as music download portals, music, and video streaming services, mobile music platforms, digital (and terrestrial) radio stations, digital (and terrestrial) television networks, and mobile networks (each a “DMS”, i.e.: Apple iTunes, Spotify, Tidal, Google Play, etc.), that enables Customers to purchase and/or listen to End User Content.
“End User”: that’s You (hereinafter, the End User), which is an artist, songwriter, author, producer, agent (including royalty recipients), rights holder, or others who are authorized and entitled to exploit certain music (including the composition and the recording) and to use the Platform, the Platform API or portions thereof.
“End User Content”: means all intellectual property works (including without limitation musical works, recordings, video clips, ring-tones, real-tones, lyrics, logos, covers, and photos) as to which the End User has the necessary exploitation rights, including “Neighboring Rights”.
“Platform”: refers to the digital music distribution platform available at https://frshi.com or your designated subdomain.
“Service”: means the service provided by Us through the Platform, in order to make the End User Content available on Digital Music Services (here, the Digital Distribution Services).
Hence, these are the rights and obligations of each of us:
General Conditions; Access to and use of the Distribution Services
2.1 During the Duration and subject to compliance by You with these Terms of Use, You have the right to access the Platform and enjoy the Service provided by Us through it.
2.2 For information purposes, the features of the Platform include but are not limited to:
Upload of the End User Content to the Platform for its availability on Digital Music Services.
Selection of the channels, territories, and Digital Music Services where End Users want their content to be available at.
Optional services, including quality control, distribution, updates, and storage.
Pay directly the corresponding fees for the contracting services.
Hosting of the End User Content.
Qualification, transformation, and transmission to Digital Music Services.
Updating of distributed works in Digital Music Services.
Takedown of content.
Assigning codes (ISRC, UPC, ISWC).
Accessing sales and usage reports of the End User Content in the Digital Music Services.
Request out payment of the Royalties generated by the End User Content.
Manage and receive neighboring rights.
Nonetheless, We reserve the right to include new functionalities or eliminate any of the features of the Service, to change the characteristics, design, appearance or presentation of the Platform and the Service, in which case, if You are unsatisfied with the resulting Platform, You can terminate the relationship in the terms described in these Terms of Use.
2.3 Furthermore, You undertake that You have all necessary rights in respect with Your Content to exploit it through the Platform and, therefore, give us the administration of your Content as requested by You at each time, in the terms described in Section 6. This right and authorization is granted on an exclusive basis for those Digital Music Services on which You decide to make Your Content available through our Service; this means that if You use the Service to make Your Content available in a specific Digital Music Service, You can’t make the same content available in the same Digital Music Service using a service different than the Service and the Platform.
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 and undertake, essentially, the following obligations:
You shall use the Platform diligently and upload information and content whose rights belong to You or for which You are authorized by the rights holder.
You shall provide all the necessary information to use the Service, which We will request during the use of the Service.
You shall pay all the applicable fees for the Services rendered by Us, as described below.
You shall inform Us of any activity that is inconsistent with this Terms of Use.
You shall indicate through the Platform if Your Content contains “explicit” content. The term “explicit” content refers to content that evokes sexual, racist, violent or any other harmful connotations.
You shall not perform illegal activities through the Platform or the Services, and/or actions that could harm or damage any party, including Us.
3.2 You undertake to use diligently the Platform and, therefore, undertake:
not to grant access to the Platform to any third party or to employees that due to their position in the company, reasonably should not access the Platform;
not to access the source code of the Platform;
not to use the information, rules or instructions contained in the Platform for purposes different than those established in these Terms of Use;
not to disclose to any third party any of the information obtained through the Platform;
not to permit the public to access or use the Platform (including without limitation, via the internet) not to use the Platform to upload content not owned by You or for which You do not have an explicit license to commercially exploit.
not to reproduce the Platform, in whole or in part, for any purposes;
not to copy and/or distribute the Platform, in whole or in part, by any manner;
not to create any form of “frame” or “mirror” for (any part of) the Platform on any other server or wireless or Internet-based device;
not to transfer the Platform to any third party;
not to assign, sell, resell, rent, lease, lend, sublicense, outsource or otherwise transfer the Platform and/or the Service to any third party, or authorize or appoint any third party to do so;
not to modify the Platform or provide any person with the means to do the same. This includes the creation of derivative works and to translate, disassemble, decompile, alter, destroy or reverse engineer the Platform or attempt to do so, unless when expressly permitted by the applicable regulation;
not to circumvent the technological protection measures incorporated in the Platform.
3.3 In general, You agree to use the Platform in a lawful and diligent manner and will not do anything forbidden by Law of these Terms of Use. You will be liable to Us in respect of any breach of these Terms of Use, as described in Section 9.
Upload and storage of Your Content
3.4 After registration, You can upload Your Content (including sound recordings and audiovisual works, photographs, images, and other related content) to your personal account, for their subsequent Digital Distribution.
3.5 You can only upload content to the Platform for which You are the owner or have the rightsholders’ permission in writing, and cannot upload any content whose rights are held by third parties. We may ask you to facilitate to Us all documents, contracts and registration certificates necessary to confirm that you own the rights of Your Content and reserve the right to ask you not to upload content from a specific author or producer, or We may also remove any of Your Content from the Platform for which We don’t have the legal conviction that it belongs to You.
3.6 As specified before, You can’t, under any circumstance, upload any content that could be harmful, threatening, unlawful, confidential, defamatory, libelous, harassing, obscene, indecent, fraudulent, infringing the rights of privacy, incites hate, or includes texts of racist, ethnic or other nature, that is against or hinders or limits in any way any individual, or which may expose Us or third parties to any harm or liability of any kind.
3.7 You can’t either upload any private or fake information of any third party, including, among others, mail addresses, phone numbers, and email addresses.
3.8 You are not allowed to upload any content that may breach copyright law or third party brand ownership
3.9 As We specified before, You are free to exploit Your Content, directly or through third parties, to Digital Music Services which are not selected or made available on the Platform.
3.10 We reserve the right to access to and analyze all or part of Your Content in order to guarantee compliance with the Law and with these Terms of Use. We also reserve the right to delete files, data or information uploaded by You if We deem that they are not in compliance with these Terms of Use, or if We think they are not suitable or appropriate for the Platform or the Service.
3.11 Finally, for clarification purposes, these Terms of Use do not provide any obligation to You to upload a minimum quantity of content and/or a minimum availability of it.
Fees
4.1 By using the Service, You shall pay to Us the fees corresponding to the Services contracted, which can be found at any time in the “My Account > Pricing” section of your Account.
Additionally, You will receive 100.00{ee3bec76fd84868d3d9ab01406d04f697317ad074bbb5629e0aa15492b5f408e} of the net income (deducting expenses and taxes) which We receive from Digital Music Services from the exploitation of Your Content. If applicable, You authorize Us to deduct 0{ee3bec76fd84868d3d9ab01406d04f697317ad074bbb5629e0aa15492b5f408e} sales commission percentage from the net income received by Us from Digital Music Services.
The abovementioned service fees, sales commission percentage, and the minimum payment threshold for You are listed in the Platform, in the “My Account > Pricing” section.
4.2 All payments and associated claims: (i) will be made through the corresponding “Sales->Balance” section of the Platform; (ii) will be made in the currency stated by Us; and (iii) will be payable via PayPal or bank-to-bank wire transfer to the account designated by You. If any authority imposes a duty, tax, levy, or fee, You agree to pay that amount or supply exemption documentation.
Payment of generated sales fees under these Terms of Use shall be made on once a month, within days from receipt of an out payment request from you, provided always that the due amount exceeds the corresponding minimum payment threshold for the relevant requested payout. Nonetheless, You authorize Us to withhold any payment during an additional period of twenty-four (24) months in the event we deem that such payment contains incomes or fees totally or partially generated fraudulently or contravening these Terms of Use or the Anti-Fraud Policy. Any payment You receive from Us will be subject to all and any applicable taxes (including VAT, withholding taxes, etc.).
The payment of an invoice will not later prevent Us from disputing the invoiced amounts pursuant to any rights herein. We may recoup any amounts due to Us from You by withholding such amounts from any fees otherwise due in the future and providing notice thereof.
4.3 If any Digital Music Service deducts any amount due to any passed contingency, overpayment or conclusion in relation to Your Content or an investigation by Us reasonably demonstrates that any of Your fees for any prior month should have been lesser, We may, at the conclusion of such investigation and at our sole discretion, provide a revised sales report for the applicable month(s) and deduct the corresponding amount from future payments, what You acknowledge and accept.
4.4 Therefore, You expressly and irrevocably authorize Us to collect all incomes from the exploitation of Your Content through the Platform, including but not limited to author rights, performing and recording rights, any levy established by law for private copies, or for any other concept, without limitation. For this purpose, We may ask you to sign a specific authorization letter as solicited by the corresponding Performing Right Organization, which You undertake to provide as soon as requested by Us.
4.5 We will make any corresponding invoices and receipts, including mandatory taxes, available to You according to the applicable regulations.
4.6 We reserve the right to change in the future the Service price, the sales commission percentage, or the minimum payment threshold, in which case the new terms will be notified to You not less than thirty (30) days prior to the effective date and will be applicable to future incomes.
4.7 We may decide not to charge you initially for the use of the Service and any optional service, however, You authorize Us to deduct the corresponding amounts from your future payments.
In the event that after one year from the start of the relationship, You have distributed Your Content on credit, without having generated enough sales to pay back the outstanding balance, We reserve the right to request the payment of the outstanding balance.
4.8 Audits: We will maintain accurate and complete records of account including all documentation needed by You to compute and verify the fees payable to You in connection with the performance of our agreement. During the Duration of our relationship and the three-year period thereafter, upon reasonable advance written notice, but in no event, less than 30 calendar days’ notice, an independent reputable certified accounting firm appointed by You, will have the right to examine those records at any time during our normal business hours at the place where such records are normally maintained. You will have the right to audit your records only once a year.
Duration and Termination
5.1 The duration of our contractual relationship is initially undetermined. It shall begin when registering at the Platform and upon the explicit acceptance of these Terms of Use, and You or Us may elect to terminate the Service at any time by providing notice, in accordance with these Terms of Use, of thirty (30) days from the termination date.
In the event of termination, You must pay all outstanding amounts to Us in a maximum period of five (5) days from the notification date or We will transfer to you any positive balance, whichever is the case. Prior to requesting the termination, You must remove the Content from the DMSs using the “Takedown” functionality that is available to you within the Platform. Moreover, in the event of termination, You authorize Us suspend your account, block your access to your account and delete all the files and information uploaded by You to the Platform. The termination shall not affect the accrued rights and obligations of the parties at the date of termination.
5.2 Additionally, We may terminate our relationship and the Service:
in the event You breach any term or condition established by Us (here or in any other document accepted by You) and You fail to remedy such breach within two (2) days of the date of notice from Us;
in case the outstanding balance is not paid as per Section 4.7, We will have the right to terminate the relationship and cease the Service.
If You become the subject of any proceeding related to your liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within sixty (60) calendar days;
If You infringe our Intellectual Property Rights.
If You infringe our Anti-Fraud Policy.
In case you commit any unlawful activity using the Platform or the Service.
5.3 In all cases, all costs due for any Service provided by Us until the termination date, must be duly paid by You.
5.4 We will not be liable to You for damages of any kind because of the termination of our relationship in accordance with these Terms of Use. Our respective rights and obligations contained in sections that by their nature are intended to survive will survive the termination of this relationship.
Regardless the termination of the Service, You and We agree to maintain in force those contracts signed by Us with third parties before receiving the notification of termination in the event the contracts with such third parties would be still in force.
Intellectual Property Rights
6.1 Nothing contained herein shall be construed as granting or conferring any property rights in the Platform or any part thereof to You; therefore, We are not granting to You by means of this Terms of Use, the right to exploit our Intellectual Property (including but not limited to copyright, patent, trademarks, registered marks, trade secrets, and confidential and proprietary information relating thereto). All these rights are expressly reserved by Us and, as a consequence, We will retain all licensed or ownership rights to the Platform, our brands, technology, etc., together with any complete or partial copies thereof.
6.2 When You upload any of Your Content to our servers through the Platform, you are recognizing the following:
that We are authorized to administrate, directly or through third parties, Your Content (including the recordings, videos, compositions, artwork, etc.) through the Digital Music Services selected by You, in the entire world and during the duration of our relationship (including section 5.4);
that You own and/or control all rights in and to the Your Content and/or have the full right and ability to upload Your Content and exploit it in the terms described herein;
that Your Content does not infringe the copyrights or any other right, of any third party.
that We are authorized during the Duration of the agreement, to grant to third parties synchronization licenses of Your Content for the entire world.
6.3 If any of Your Content use any kind of the so-called “copyleft license” and such content was created or developed by a person (including artists and producers) which is not associated to any Performing Right Organization (such as but not limited to SACEM in France, MCPS in UK, SGAE in Spain, GEMA in Germany, etc.) in any country of the world, upon the compliance of section 4.4 above, then You authorize Us to claim on their behalf, where appropriate, to the Performing Right Organization of each country, any royalties, levies, duties, etc. that Digital Music Services have paid in respect with such content.
6.4 You must indicate through the Platform the name of the record label (associated with the phonographic producer) for each release or phonogram that you intend to distribute in any country in the world using the platform (phonographic producer that is associated with any Collective Management Society (CMO), as for example SCPP in France, PPL in the United Kingdom, AGEDI in Spain, CAPIF in Argentina, etc.). In contrast, if any of Your content is distributed using any “Public Label Name” available on the platform, you agree, in accordance with the provisions of section 4.4 above, with the following:
You authorize and facilitate the transmission by you to us and the acquisition by us from you of the following rights: Reproduction Rights, Public Communication Rights, of your contents (sound recordings or music videos) distributed using the platform.
You authorize us to claim in your name, as appropriate, to the Collective Management Society (CMO) of each country, any rights, charges, obligations, etc. that those have collected with respect to said content.
Fraud
7.1 We work very hard and invest extensive resources to avoid automated and fraudulent behaviors. For this reason, we have created a specific Anti-Fraud Policy, that is available in the “Legal” section of your account. When you accept these Terms of Use, you also acknowledge and accept our Anti-Fraud Policy and, therefore, You accept that, among other commitments, You will not, and will not authorize any third party to, directly or indirectly, generate automated, fraudulent, or otherwise invalid playback actions, especially in Digital Music Services.
7.2 In this Anti-Fraud Policy we have implemented a 3-strike policy; therefore, please, read carefully such policy as We will be very strict applying it.
Privacy
8.1 Our data protection policy is described in the Privacy Policy. The Privacy Policy is part of our relationship and, therefore, when you accept these Terms of Use, you are also acknowledging and accepting our Privacy Policy, which is available in the “Legal” section of your account.
Warranty. Limitation of Liability
9.1 We cannot warrant to You that the Platform and the Service will meet your requirements. Except as expressly provided in these Terms of Use, We provide the Services and the Platform “as is” and without warranty. We disclaim all other warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. The Platform cannot be tested in every possible operating environment, therefore We do not warrant that the functions contained in the Platform will meet your requirements, that operation of the Platform will be uninterrupted, or that the Platform is error free. Except as set forth herein and to the extent permitted by law, all other warranties, expressed or implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, quality, and fitness for a particular purpose are excluded on the part of Us. Neither Us nor any of our third-party suppliers or partners shall be liable for any injury, loss or damage, whether indirect, special, incidental, or consequential nor for any lost profits, contracts, loss of data or programs, the cost of recovering such data, or incorrect, defective or faulty performance of Your Content.
9.2 You will assume all liability and defend, indemnify, and hold Us and any party, harmless for the use of the Platform and the Service.
9.3 Our liability under or in connection with the Platform and the Service (including damages) whether arising from negligence, breach of contract or otherwise shall be limited to the value of the fees paid by You to Us during the 12 months prior to the claim.
9.4 We shall not be liable for any loss of, whether arising directly or indirectly, (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) revenue, (f) anticipated savings, (g) business or opportunity or (h) any other like pure economic loss; nor any special, indirect, consequential or incidental losses or damages of any kind or nature whatsoever regardless of whether in each case arising from breach of contract, warranty, tort, strict liability, negligence or otherwise, even if advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen.
9.5 We respect the rights of others (including copyright, image and personality rights, etc.) and expect our clients to do the same. In compliance with the European Directive on Liability of Internet Service Providers, we will respond expeditiously to remove or disable access to material uploaded by users of the Platform and/or the Service that is claimed to infringe third parties rights.
Miscellaneous
10.1 Non-assignment: You may not assign your account or any interest therein to any third party (including companies of your same group), without our express prior written consent.
10.2 Severability: If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
10.3 Promotion: We are not obliged to effectuate any online promotion and/or marketing of Your Content under these Terms of Use. However, We may offer complimentary promotional services which You may contract separately.
10.4 Notifications: Any notice that You or Us need to effectuate in connection with the development and performance of these Terms of Use shall be, whichever their object, by email at the addresses listed on your account on the Platform and, to Us, to any of the following means:
FRSHI LTD
2nd Floor College House, 17 King Edwards Road, RUISLIP
London, HA4 7AE, UNITED KINGDOM
Email: [email protected]
10.5 Amendments: We may amend this Terms of Use, the Anti-Fraud Policy, the Privacy Policy, or any other legal document from time to time, in which case the new terms will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and your continued use of the Service and/or the Platform following the effective date of any such amendment may be relied upon by Us as your consent to any such amendment. Our failure to enforce at any time any provision of these Terms of Use, the Anti-Fraud Policy or any other legal document does not constitute a waiver of that provision or of any other provision of our terms.
10.6 Confidentiality: In the event, We provide any kind of information to you (including but not limited to statistics of the Platform, performance KPIs, marketing material, etc.) You agree to treat such information as confidential and in no event shall be utilized (for its benefits or for third parties), disclosed, transmitted to third parties, or made public in any way by You without our prior written agreement.
10.7 Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of Belgium. When valid by law, any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Hasselt (Belgium). The language to be used in the arbitral proceedings shall be English. However, if local regulations establish any kind of limitation based on the nature of the End User, any claims or lawsuits between the parties will be resolved by the Courts of the city of Hasselt (Belgium).
11. API Client Terms and Conditions
This site uses APIs from various services including YouTube, Spotify, Twitter, Facebook, Instagram. This site is in compliance with the privacy policies and terms of service established by the service providers. By signing our privacy policy, you agree to the privacy policies and terms of service established by these partners and agree to be bound by the Terms of Service listed below for each provider.
YouTube Terms and Conditions – https://www.youtube.com/t/terms