We offer Digital Distribution and Marketing Services to our customers, the terms regulating such offerings are set out below and shall be an integral part of the main TOS.
Our Services include the following:
“Distribution Services”: digital distribution of sound recordings, audio-visual recordings and/or other content to any digital services provider whether existing or developed in the future, including streaming services, music and video download portals, mobile music and video platforms, digital radio stations, mobile networks, data processing companies, and companies otherwise exploiting and/or assisting in the creation of music, videos and/or Metadata as part of their services, (including generative AI companies) (“DSPs”).
“Marketing Services”: marketing and support of promotional campaigns for the Content by any means currently known or that will be known in the future, including the right for us to use and authorize DSPs to use the name, image voice, photograph, drawing, biographical material, any and all words, symbols and logos that identify a person or group, and any and all trademarks, service marks, trade names, or similar properties, of, related to or associated with a person or group, and any other type of exercise of the “right of publicity” of, relating to, or associated with a person or group (the “Additional Materials”) in connection with the promotion of the Content. For the avoidance of doubt, the Additional Materials shall be considered part of the Content for the purposes of the TOS.
We reserve the full right to refuse the distribution of any part of the Content for any reason that is appropriate in our absolute discretion.
You grant us for the as long as you have Your Account active on the Site throughout the World any and all rights required by us to provide the Services and the exploitation of the Content on DSPs, including the right to: a) create digital master files and reproduce, convert, edit, encode and transcribe the Content and perform Metadata mapping corrections (including spelling, genre correction) where necessary; b) store the Content in digital or physical form and ingest and deliver the same to DSPs; c) supply, stream, perform, communicate to the public, make available, display, synchronise (for use on DSPs, e.g. UGC content), distribute, reproduce, compile, train and otherwise exploit the Content on DSPs; d) edit, alter, remix and/or otherwise modify the Content insofar as required by DSPs to provide their services and/or products to end-users; e) create specific ID files and unique identifiers, including through fingerprinting, to identify the Content on DSPs’ servers (including ‘YouTube Content ID System’ and ‘SoundCloud Deck”); and f) perform any checks reasonably required to ensure that our Site is being used in accordance with the terms of these TOS and to troubleshoot any problems and provide technical support.
In addition to the above and solely in connection with promoting artists or the Content on DSPs and their related websites and social networks’ profiles and marketing campaigns (including usages for the creation of profiles for artists and new releases), you grant us the non-exclusive right to create and use any audio-clips of no more than sixty (60) seconds and to use any Additional Materials (including audio and audio-visual clips, artwork, artists’ names, images, photographs and likenesses, artists’ trademarks, logos and related metadata) for advertising and promotional purposes free of charge. If we wish to use such materials on our website and/or cases-studies, we shall seek your prior written approval (email to be sufficient). We shall be entitled to use up to thirty (30) seconds from official music videos from you or from videos posted by you on social media for our own advertising or reference purposes on its own social media presences as well as for advertising trailers, etc.
We acknowledge that all title to and ownership of the Content, remain vested in you and nothing in these TOS shall be deemed or construed to transfer ownership or title to you or any third-party. You grant us the right to and to authorise DSPs and/or relevant third parties to use your relevant trademarks, logos and designs for use in connection with marketing and promotional activities related to advertising the availability of Content by DSPs on Your Account and, subject to your prior written approval, with the promotion of our Services.
We have the right to transfer the distribution rights granted to us under these TOS to third parties (including DSPs) to meet our obligations.
You acknowledges that, unless you use our Publishing Services, we shall not be responsible at any time for any and all clearances, licences and/or requirements, including all reproduction and/or public performance and/or communication to the public licences (and related payments) required in connection with the exploitation and/or any other use of the underlying musical compositions or parts thereof (including lyrics) embodied on the Content (“Publishing Clearances”).
In the event that we shall be required to pay any fees in relation to Publishing Clearances or be held liable for any such clearances as well as any other matter related to the compositions embodied on the Content (including any lyrics and/or moral rights claims), you shall indemnify, defend and hold us harmless at all times in respect of any such costs and expenses thereof.
The territory is global in scope and has no geographical limitations and can be extended to any country where we operate (the “Territory”).
If you wish, you may clarify the Territory limitation for the launches they make in Your Account and in the Metadata.
We reserve the right, in its own discretion to either: a) take-down or block any Content; and/or b) disable you access to Your Account (or any functionalities and/or features) if: i) you fail to clear any rights or obtain any licences or pay royalties due under any licences (including any Publishing Clearances) in relation to the Content or fail to provide correct and complete Metadata; ii) in our reasonable opinion, the continuing availability of such Content on DSPs may result in a liability for us; iii) the Content and any related Metadata and/or Additional Materials is non-compliant with DSPs content guidelines, is offensive, pornographic or defamatory, is the subject of an infringement notice (e.g. DMCAs) or is the subject of any alleged fraudulent activity; iv) such action is requested by a DSP; v) You are in breach of any of your obligations and warranties under this Agreement; or vi) for any other reason in our sole and absolute judgment necessary to protect our business interests.
We will inform you of any such actions and provide you with an opportunity to respond, provided that we shall be entitled to have the final decision. The same applies in cases of qualitative and/or quantitative defects.
If we remove certain Content from distribution, you are entitled to exploit the respective Content directly or through third parties and such recording shall cease to be part of the Content for the purposes of these TOS.
With respect to take-down notices requested by you, we shall not be liable for any failure by a DSP to process such take-downs.
You shall ensure that the Content is commercially and technically satisfactory for exploitation on DSPs and we reserve the right to refuse, upon notification to you, to accept any Content that do not meet the standard requirements, guidelines, policies and/or specifications set out by us and/or by the relevant DSPs from time to time or for any other reason in its absolute discretion. You shall be entitled to exploit any refused sound recording with third parties distributors.
You acknowledge that DSPs and any other third parties (including advertising agents, curators etc.) have the right to select in their own discretion if and to what extent they exploit the Content and that we cannot guarantee that the Content, or any part thereof, will be exploited by DSPs or any such third parties or taken down immediately.
We will not license any of your Content in connection with the training, development, or implementation of, as inputs to, or otherwise in the context of, AI models, machine learning or similar technology by any means, including automated means.
We will not deliver any AI-generated Content, if we detect, know or have any reason to believe that the relevant recording(s) have been created wholly or primarily by AI model(s) trained on copyright protected sound recordings without a license from the applicable copyright owner(s).
The use of artist vocals without a signed license or written authorization from the performer is also strictly prohibited. If our ‘quality control’ team or our Anti-Fraud tools detect that you are attempting to distribute music with vocal filters from popular artists for which you do not have a license, we will reject the release and we may block Your Account and remove all of your Content from the Site.
You shall deliver the Content, with the metadata specifications provided by us as they may be updated from time to time during the Exploitation Period (the “Metadata”). The Metadata shall form part of the Content for the purpose of these TOS.
Furthermore, you shall provide at all times that the Content complies with any of our and/or DSPs’ guidelines, policies and/or specifications.
If you do not supply the ISRC or UPC codes, we shall be entitled, but not obliged, to issue the relevant Content with ISRC and UPC codes.
You shall issue relevant take-down notices with any previous partner/distribution services provider, and you hereby authorize us to do so on your behalf.
The fees for the Distribution Services and the Marketing Services vary according to the Service you choose to receive and they are available at all times on the Random Sounds Site on the ‘Pricing’ page. The fees may be modified at any time without prior notice to you at our sole discretion in accordance with the ‘Access to the Services’ part of our main TOS.
You shall pay us via Your Account on the Side with the links and tools provided in full and in advance the sum of the Distribution Service and/or the Marketing Services of all the releases you wish to distribute in accordance with the fees set up for the relevant plan.
We shall collect on your behalf any and all revenues received by DSPs in relation to your Content and deduct from it any Vat and/or similar sales taxes (“Net Revenue”).
We shall pay you the agreed percentage of Net Revenue received from the distribution of your Content as set out on the Random Sounds Site on the ‘Pricing’ page in connection with your subscription package less the following costs and fees incurred in connection with the provision of the Services, and only to the extent incurred: a) our Commission as set out in the Pricing Page in relation to the plan you subscribe to; b) transaction processing fees, such as credit card and other e-commerce processing fees; c) patent rights, or other charges, payable in connection with the execution of a transaction or transmission, if any; d) sales or profit taxes, whether in the country where we operate, the country where the purchase is made, the country where we receive the money or your own country; e) returns and credits, including, but not limited to, those due to faulty merchandise, billing errors and transmission errors; f) the cost of sending the money; g) payments required by Collective Management Societies (SGC), Performing Rights Organizations (PROs) or other third-party organization(s) or union (s) that may be required by contract or by national, federal, or state laws; h) Internet advertising and promotion expenses, such as advertisements on other websites to promote your Content as long as they are previously requested and approved by you. No fees will be paid to you on any Content that is reproduced, distributed, displayed or transmitted in a “free” or “free of charge” form (“Your Royalties”).
We will calculate Your Royalties once we receive the relevant reports from DSPs. You can access such royalty reports on Your Account. Generally, DSPs send royalty reports to us within one to three months after the end of each calendar month (i.e., 30 to 90 days after each month).
We do not guarantee compliance with deadlines, nor we are responsible if the DSPs fail to send the relevant reports within the established deadline.
You may request that we pay your balance when the money on Your Account are more than twenty American dollars (USD 20.00.-) if you are on the ‘Basic Plan’.
Payments are made according to the selected payment method and information provided by you to us on Your Account. Each payment method may have an additional cost that will be shown to you before processing the payment and which will be deducted from the payment as an allowed deduction.
We reserve the right to make discounts and special promotions on its services for specific periods, in specific territories, to specific customers under specific conditions. You cannot claim from us the application of a discount or promotion that does not apply due to any of the conditions mentioned above.
If, for any reason, you do not make a payment or if a payment is reversed under these terms through the payment method or any other method after accepting the TOS, we are entitled to recover such unpaid fees by any necessary means, including the right to freeze access to the resulting royalties and withhold them until the relevant payments have been fully recovered.
You must submit the Content via Your Profile.
The Content provided by you must meet all our mandatory requirements as well as those of the DSPs. The requirements may be communicated to you via email or posted the Site.
We will contact you if it is necessary for you to make any modification to the Content to meet any of our or the DSPs’ requirements.
Platform requirements may vary over time, and we have no control over DSPs requirements and guideline’s content.
You guarantee that all the information provided on Your Account is and will continue to be true and correct. You shall notify as soon as possible if any of the information provided on Your Account or otherwise has changed. In the event that you communicate to us a discrepancy or inaccuracy with regard to the information provided, we shall have the right to suspend the payments of Your Royalties in relation to the releases affected until the discrepancy or inaccuracy is resolved to our satisfaction, without limiting the right to be compensated in the manner set out below.
You warrant and guarantee that you have the right to distribute, publish, sell, reproduce, transfer, convert, modify, broadcast or otherwise exploit the Content and to allow us and the DSPs to do the same.
You also certify that you have the right to authorize us and, for us to authorize the DSPs to distribute, publish, sell, reproduce, transfer, convert, modify, broadcast or otherwise exploit the Additional Materials in connection with the Content.
You further represent and warrant that: a) any data provided to us, including any Metadata, is and will be at all times true, accurate, current and complete; b) you have and will maintain any and all rights granted to Company hereunder; c) you are not a party of any exclusive aggregation and/or distribution agreement with any third parties that may jeopardise and/or limit our ability to exploit and use the Content in accordance with these TOS; d) the Content (including any Metadata and Additional Materials), any data supplied to us and any usage thereof by us, the DSPs and/or any third parties do and will not infringe any intellectual property rights or any other rights of third parties nor they contain unlawful content, in particular, they are not racist, defamatory, glorifying violence or otherwise unlawful; e) you have obtained and will obtain all permissions, consents or other authorisations from any artists and other third parties as required for the exploitation or usage of the Content by us and for us to authorise its use, including any Publishing Clearances; f) you paid and will pay for any and all payments due to any artists, and other third parties resulting from exploitation and/or use of the Content and any other items provided by you to us including any collective bargaining agreements’ fees; g) the Content is and will be marked in accordance with legal requirements (in particular in relation to required age ratings) and comply at all times with ours and DSPs’ policies; and h) you will refrain from anything that is equivalent to chart manipulation and/or fraudulent activity and you will not use the Services in connection with any fraudulent sound recording nor to distribute any content in breach of our AI policies.
We shall be entitled to withhold a reasonable amount of Your Royalties in whole or in part if: a) a claim is made or threatened against us in relation to the Content (including any DMCA Claims); b) on the basis of a breach of the contractual obligations and/or warranties; and/or c) in the event that the Content may be subject to fraud penalties from DSPs or withholdings from DSPs including for fraud related claims, third party rights infringements and/or overpayments and/or breach of any AI policy. We shall notify you of the amount withheld.
We will have a maximum of sixty (60) days after notification of the request to cancel your subscription to a Services to request the removal of all your Content from DSPs, provided that it shall be your responsibility to issue take-down notices where required.
You will be able to access on Your Account all the ISRC and UPC codes of your releases even after having requested the removal of your Content from the DSPs.
If we receive a claim of copyright infringement (also known as a “DMCA Claim”) in connection to the Content, we shall notify you via email and we should facilitate insofar as reasonably practicable your communications with the relevant DSP.
Notwithstanding the foregoing, we shall be entitled to takedown and remove the disputed Content from all DSPs in our sole discretion. You may respond to the DMCA Claim following the procedure set out in our DMCA Policy. Please note that the documentation required to respond to a DMCA Claim includes, and is not limited to:
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Software for the Music Industry
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