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AMUSE TERMS AND CONDITIONS OF USE

1. INTRODUCTION

Thank you for choosing Amuse (“Amuse”, “we”, “us”, “our”). By signing up to or otherwise using the Amuse platform, app, service, websites, and software applications (together, the “Amuse Service” or “Service”), you are entering into a binding contract with Amuseio AB, registration no. 559036-7016, having its registered address at Grevgatan 50, 114 58 Stockholm, Sweden.

Your agreement with us includes these Terms and Conditions of Use (“Terms of Use”), our Copyright Policy, our Privacy Policy, and relevant supplemental terms (“Supplemental Terms”) that apply to your interaction with each specific service listed in Section 3 below (collectively the “Agreements”). Please read these documents carefully. If you wish to review the Agreements, the effective version of the Agreements can be found here. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements that apply to the services with which you interact, then you may not access or use the Amuse Service.

In order to access and use the Amuse Service, you need to (1) be of legal age in your country and (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws. You also promise that any registration information that you submit to us is true, accurate, and complete, and you agree to keep it that way at all times. If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and bind the entity to the Agreements, and that you agree to the Agreements on the entity's behalf.

2. CHANGES TO THE AGREEMENTS

Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.

3. THE AMUSE SERVICES

Amuse is continually improving its existing Service, as well as developing new services to meet the needs of its users. By using or accessing any of the Services offered by Amuse, you agree to the Supplemental Terms that govern your use of and access to the relevant Service.

Supplemental Terms for Amuse distribution services. If you access Amuse’s digital distribution services, you must review and agree to the Music Distribution Agreement.

4. YOUR AMUSE ACCOUNT

In order to access certain features of the Service, you must create and/or sign into a user account (“Amuse Account”) of your own. Use of another’s account is not permitted. When creating your account, you must provide accurate and complete information.

You are solely responsible for the activity that occurs in your Amuse Account. You are also responsible for maintaining the security of your account password, as well as the passwords of any third party services that you may have elected to link to your account.

You are solely responsible for the activity that occurs in your Amuse Account. You are also responsible for maintaining the security of your account password, as well as the passwords of any third party services that you may have elected to link to your account.

Please review our Privacy Policy page for information regarding security, confidentiality, and what we do with the data you provide us.

5. THIRD PARTY APPLICATIONS

The Amuse Service may be integrated with third party applications, websites, and services (“Third Party Applications”) to make available the Service to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Amuse does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.

6. YOUR USE OF THE AMUSE SERVICE

The Amuse Service may be used and accessed solely for lawful purposes. You agree to abide by all applicable laws and regulations in connection with your use of the Service. You agree and warrant that you will not use the Amuse Service to transmit, distribute, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.

Your Amuse Account shall be used solely by you and may not be transferred or shared with any third-party. You acknowledge that you are exclusively responsible for all usage or activity on your Amuse Account. You shall immediately notify Amuse of any breach of security or unauthorized use of your Amuse account. Any fraudulent, abusive, or otherwise illegal account activity shall constitute a basis to terminate your account. You agree to indemnify Amuse against any liability and costs arising from such improper use of your Amuse Account.

Moreover, you agree not to:
– Distribute, alter or modify any part of or parts of the Service;
– circumvent any technology used by Amuse, its licensors, or any third party to protect the Service or any content on the Service;
– sell, rent, sublicense or lease any part of the Service;
–provide your password to any other person or using any other person’s username and password;
–“crawl” the Service or otherwise use any automated means (including bots, scrapers, and spiders) to collect information from Amuse;
–include any malicious content such as malware, Trojan horses, or viruses.

Moreover, you agree that you will comply with all of the other provisions of the Agreements, at all times during your use of the Service.

You agree that Amuse may terminate your Amuse Account if you violate the Agreements or, if Amuse believes, in Amuse’s good faith discretion, that you are infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.

You agree that you are solely responsible for (and that Amuse has no responsibility to you or to any third party for) any breach of your obligations under the Agreements and for the consequences (including any loss or damage which Amuse may suffer) of any such breach.

7. INFRINGEMENT AND REPORTING OF CONTENT

Amuse respects the rights of intellectual property owners. If you believe that any content on the Service infringes your intellectual property rights or other rights, see Amuse’s copyright policy. If Amuse is notified by a copyright holder that any content infringes a copyright, Amuse may in its absolute discretion take actions without prior notification to the provider of that content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to Amuse with a request to restore the removed content.

If you believe that any content infringes any other intellectual property rights or does not comply with these Terms of Use, please contact Customer Support.

8. OUR INTELLECTUAL PROPERTY

The Amuse Service and all related technology, data, tools, and design etc. is the property of Amuse or its licensors. We grant you a limited, non-exclusive, revocable licence to make use of the Amuse Service.

The Amuse trademarks, service marks, trade names, logos, domain names, and any other features of the Amuse brand are the sole property of Amuse or its licensors. The Agreements do not grant you any rights to use any Brand Features whether for commercial or non-commercial use.

We value hearing from our users, and are always interested in learning about ways we can improve the Service. If you choose to submit comments, ideas or feedback (“Feedback”), you agree that we are free to use them without any restriction or compensation to you.

9. SERVICE LIMITATIONS AND MODIFICATIONS

Amuse will make reasonable efforts to keep the Amuse Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Amuse reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Amuse Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Amuse Service or any function or feature thereof.

10. TERM AND TERMINATION

Amuse may terminate the Agreements or suspend your access to the Amuse Service at any time, including in the event of your actual or suspected unauthorised use of the Amuse Service and/or any content, or non-compliance with the Agreements. You may terminate your Amuse Account at any time by submitting a termination request to Customer Support.

Any sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

11. WARRANTY AND DISCLAIMER

WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE AMUSE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE AMUSE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AMUSE MAKES NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. LIMITATION of liability

YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE AMUSE SERVICE IS TO UNINSTALL ANY AMUSE SOFTWARE AND TO STOP USING THE AMUSE SERVICE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AMUSE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE AMUSE SERVICE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER AMUSE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE AMUSE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN $1,000 (one-thousand USD), TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.

Nothing in the Agreements removes or limits Amuse’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.

13. ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and Amuse, the Agreements constitute all the terms and conditions agreed upon between you and Amuse and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

14. SEVERABILITY AND WAIVER

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by Amuse to enforce the Agreements or any provision thereof shall not waive Amuse’s or the applicable third party beneficiary’s right to do so.

15. ASSIGNMENT

Amuse may assign the Agreements or any part of them, and Amuse may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

16. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold Amuse harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any content submitted by you to the Service; (3) any activity in which you engage on or through the Amuse Service; and (4) your violation of any law or the rights of a third party.

17. CHOICE OF LAW AND DISPUTE VENUE

The Agreements shall be governed by and construed in accordance with Swedish laws, without regard to its conflict of law rules.

Any dispute or claim arising out of or in connection with the Agreements, or the breach, termination or invalidity thereof, shall be finally settled by Swedish courts, with the Stockholm District Court as the first instance, unless otherwise provided by mandatory law.

18. WARRANTIES AGAINST APPLE INC.

The parties to this agreement, we and the you, hereby clarifies the following in relation to Apple Inc. ("Apple"):

– That we and you are the only parties to this Agreement;
– That we are responsible for the Service, the Amuse app and all content therein. We carry all responsibility for the maintenance, support and service of the Service or any technical equipment used to enable the provision of these. Claims that directly or indirectly depend on such grounds may only be directed against us, and not against any third party.
– That all demands or claims arising directly or indirectly from the use of the Service and which might be directed against us, only shall be directed against us. Apple is not in any way liable to respond to these demands or claims, if these are directed against Apple.
– That we, and not Apple, are solely responsible to investigate, defend, settle or secure liability in the event of any third party claims, based on the Service or infringements of any third party's intellectual property rights caused by use of the Service.
– You guarantee and ensure that you are not located in a country subject to an embargo issued by the US government, or has been designated by the US as a "terrorist supporting" country and that you are not on any of the US government's list of prohibited or restricted parties.
– That these Terms of Use creates rights for Apple to apply these Terms of Use directly against you, regardless of our participation. In addition to the third-party rights given to Apple, these Terms of Use will not give any third-party rights to any other natural or legal person.

19. CONTACT US

If you have any questions concerning the Amuse Service or the Agreements, please contact our Customer Support.

Thank you for reading our Terms of Use. We hope you enjoy Amuse!

PRIVACY POLICY

1. INTRODUCTION

Thank you for choosing Amuse. This Privacy Policy contains a policy statement regarding the collection, use and processing of personal data, with whom we may share such data and your rights in relation to personal data. Throughout this Privacy Policy we refer to various capitalized terms. These terms are defined in our Terms and Conditions of Use (the “Terms and of Use”). By accepting this Privacy Policy or otherwise using or interacting with the Service, you are consenting to:

– the use of cookies and other technologies, as applicable, and as further described on the Amuse website from time to time;
– the transfer of your information outside of the country where you live including the transfer outside the EU/EEA as set forth in this Privacy Policy;
– the collection, use, sharing, and other processing of your information, including for advertising-related purposes as set forth in this Privacy Policy. You have the right to refuse your personal data being used for direct marketing and you may at any time withdraw your previously given consent.

If you don't agree with the terms of this Privacy Policy, then please don't use the Service.

2. THE INFORMATION THAT WE COLLECT

We may process the following information in connection with the Service:

Registration data

When creating a user account with the Service, we may ask you for information such as your user name, password, email address, date of birth, address, postal code and country. Please note that we are unable to provide the Service unless you provide the above stated personal data. If you connect to the Service using credentials from a Third Party Application (as defined in the Terms and of Use) (e.g., Google or Facebook), you authorise us to collect your authentication information, such as your username and encrypted access credentials. We may also collect other information available on or through your Third Party Application account, including, for example, your name, profile picture, country, hometown, email address, date of birth and gender.

Usage information

When you use or interact with the Service, we may use a variety of technologies that collect information about how the Service is accessed. This information may include (i) information about your interactions with the Service (ii) content that you post to the Service, including any tracks and album details, artist information and the name(s) of the person or entity that owns and controls the rights to the content contained in your Catalog; and (iii) technical data, which may include URL information, cookie data, your IP address and the types and identity of devices and network you are using to access or connect to the Service.

Payment Data

To ensure that money can be credited to you from the sale of your music, we may need to collect your bank or other payment service provider details.

3. HOW WE USE THE INFORMATION WE COLLECT

We will process the information set out above for the following purposes:

i. to administrate your account, to enable and provide the Service including, as applicable, monitoring how certain albums or tracks are selling for ranking charts, integration with Third Party Services, and to provide, personalize and improve your experience with the Service and any advertising made available on or outside the Service, as applicable;
ii. to ensure technical functionality of the Service, develop new products and services, and analyse your use of the Service including your interaction with advertising made available on the Service, as applicable;
iii. to communicate with you for Service-related or research purposes including via emails, notifications, text messages, or other messages, which you agree to receive;
iv. to communicate with you, either directly or through one of our partners, for marketing and promotional purposes via emails, notifications, or other messages, consistent with any permissions you may have communicated to us;
v. to enable and promote the Service and other services or products, either within or outside the Service;
vi. to process payments to you and prevent or detect fraud;
vii. to enforce this Privacy Policy, the Terms of Use, and any other terms that you have agreed to, including to protect the rights, property, or safety of Amuse, its users, or any other person, or the copyright-protected content of the Service;
viii. as otherwise stated in this Privacy Policy.
Any data that we collect from under this Privacy Policy will be retained by Amuse during the term of your Agreement with us and during any subsequent period, only as required to process any payments remaining following the termination of the agreement.

4. HOW WE SHARE INFORMATION

Third Party Music Services

We may share your information with Third Party Music Services as required to provide the Service to you.

Marketing and advertising

As applicable, we may share information with advertising partners in order to send you promotional communications about Amuse or to show you relevant advertising for products and services that may be of interest to you, and to understand how users interact with advertisements.

Service providers and others

We may from time to time share your information with service providers to perform functions and process user data and help provide our Service, consistent with this Privacy Policy. Where a third party processes user data on our behalf (e.g., a hosting service provider), it is subject to security and confidentiality obligations consistent with this Privacy Policy and applicable law. Where a third party processes user data on its own behalf, its processing is subject to its own Privacy Policy and applicable law.

In addition to the above, we may also share your information with third parties for these limited purposes:

– to allow a merger, acquisition, or sale of all or a portion of our assets;
– to respond to legal process (e.g., a court order or subpoena), if we believe in good faith that it is necessary to do so;
– to comply with requirements of mandatory applicable law;
– to protect the safety of any person;
– to protect the rights and property of Amuse, including to enforce the Agreements and any other terms that you have agreed to;
and to address fraud, security, or technical issues;
– to publish de-identified or aggregate information about the use of the Service; and
– to allow other companies in the Amuse group, as applicable, to use your information as specified in this Privacy Policy.

5. TRANSFER TO OTHER COUNTRIES

Amuse may transfer, processes and store information about our users on servers located in a number of countries. Accordingly, Amuse may share your information with other companies in the Amuse group, or subcontract processing to, or share your information with, third parties located in countries other than your home country in order to carry out the activities specified in this Privacy Policy. Your personal information may therefore be subject to privacy laws that are different from those in your country of residence. Information collected within the European Economic Area (“EEA”) and Switzerland may, for example, be transferred to and processed by third parties identified above, located in a country outside of the EEA and Switzerland, where you may have fewer legal rights in relation to your information. However, if we do transfer personal data collected within the EEA to third parties outside the EEA, such transfer will be based on the safeguards either of the standard contractual clauses issued by the EU Commission, or the EU-U.S. Privacy Shield mechanism etc.

6. CHILDREN

The Amuse Service is not directed to children under the age of 13. We do not knowingly collect personal information from children under 13 or under the applicable age limit (the “Age Limit”). If you are under the Age Limit, do not use the Service and do not provide any personal information to us. If you are a parent of a child under the Age Limit and become aware that your child has provided personal information to Amuse, please contact Customer Support and you may request exercise of your applicable access, rectification, cancellation, and/or objection rights.

7. RIGHT TO REQUEST INFORMATION AND CORRECTION OF DATA, ETC.

EU law permits residents of the Member States once per calendar year to request details about what personal information is stored with us, the source of the data and the identity of parties to whom the data has been provided free of charge, without indicating any reasons.

You can object to the use of your personal data at any time and revoke the consent to use your data that you provided upon your registration. In addition, you can request rectification, erasure or blocking at any time of any personal data that is inaccurate.

To exercise the aforementioned rights, or if you have any questions about our sharing practices, your rights under EU law, or wish to have your personal information removed, please contact us at the following address: privacy@amuse.io, or Amuseio AB, Grevgatan 50, 114 58 Stockholm, Sweden. In order to ensure that you receive a swift response, please state in your letter your full name and, if applicable, your address, user name and the email address used for registration. Note that you should sign the request to receive information of the processing of your personal data yourself.

8. CHANGES TO THE PRIVACY POLICY

Occasionally we may, in our discretion, make changes to the Privacy Policy. When we make material changes to the Privacy Policy, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Privacy Policy, you may terminate your Amuse Account by contacting us through Customer Support.

MUSIC DISTRIBUTION AGREEMENT

1. INTRODUCTION

Please carefully read the following music distribution agreement (“Distribution Agreement”), which creates a legally binding, enforceable contract between you and Amuseio AB regarding your use of our digital distribution services and the distribution-related elements of the Amuse Service. Throughout this Distribution Agreement, “us” “our” and “we” refers to Amuseio AB; and “you” or “Content Distributor” refers to you, the content distributor (“Amuse Account”). This Distribution Agreement supersedes and replaces any prior agreements you and Amuse may have executed with respect to the Catalog (defined below). The terms of this Distribution Agreement supplement and do not limit our Terms of Use, Copyright Policy, and Privacy Policy, to which you have already accepted by using the Service, and which this Distribution Agreement incorporates by reference. In the event of a conflict between these terms and any other agreements between you and Amuse, including without limitation the Terms of Use, Copyright Policy and Privacy Policy, the terms of this Distribution Agreement shall govern unless provided otherwise in a separate signed written between you and Amuse.

BY CLICKING THAT YOU AGREE TO THE DISTRIBUTION AGREEMENT, YOU UNCONDITIONALLY CONSENT TO BE BOUND BY AND BECOME A PARTY TO THESE TERMS, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, A GROUP OR A CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THESE TERMS, CLICK THE “CANCEL” BUTTON. THE “EFFECTIVE DATE” OF THIS DISTRIBUTION AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “AGREE” BUTTON BELOW.

2. SCOPE OF AGREEMENT

Amuse provides digital distribution services, as well as digital asset management services, including metadata management, catalog encoding, royalty collection and reporting services to artists, artist managers and other owners and distributors of content. You, the Content Distributor, are in the business of recording, producing and/or marketing sound recordings, musical compositions, and/or other intellectual property owned, administered or distributed by you.

This Distribution Agreement covers digital distribution and other rights in and to the copyrights associated with the content you submit to us, including any and all current and future sound recordings and any underlying musical and literary compositions embodied in such content (the “Music”). Additionally, this Distribution Agreement covers all other digital assets and the rights thereto, including without limitation, album covers and other artwork, image files, marketing materials, trade names, trademarks, and logos, etc., that you submit to us (“Digital Assets”). Together, the Music and the Digital Assets shall be referred to collectively as the Catalog (“Catalog”). You may from time to time elect to add to the Catalog by logging into your account in the back-end content distribution and management system provided through the Service (“Amuse Artist Dashboard”) and supplying new content or amending existing content, the submission or amendment of which shall be subject to the terms of this Distribution Agreement.

3. TERM

For any individual track or album within the Catalog, this Distribution Agreement shall commence on the Effective Date and shall continue until either you, by logging into the Service and changing your settings, or we, by sending you an email, submit a termination request.

Within ten (10) days following the submitting of a termination request pursuant to Section 3.1 above with respect to an individual track or album or your entire Catalog (“Withdrawn Content”), Amuse shall notify all relevant Third Party Music Services about the termination and request the removal of the Withdrawn Content from such Third Party Music Services. If you submit a termination request pursuant to Section 10 of the Terms Of Use in relation to your Amuse Account, Amuse will treat this as a termination request with respect of your entire Catalog. You understand and agree that Amuse’s obligations upon the termination of this Distribution Agreement shall be limited to the aforesaid, and under no circumstances shall Amuse be liable for any Third Party Music Service’s failure to promptly remove the Withdrawn Content following its receipt of Amuse’s request thereof.

4. RIGHTS YOU GRANT US

Subject to this Distribution Agreement you hereby authorize Amuse to store, copy and distribute your Catalog to any consumer and B2B digital music stores, distributors and other third-party services available to you through the Service (“Third Party Music Services”).

To the extent necessary for Amuse to facilitate the distribution to Third Party Music Services authorized by you in the Artist Settings section of the Amuse Artist Dashboard, you hereby grant to Amuse the right and authorization to distribute, license, sell, stream, transmit, synchronize (as applicable, only with visual images embodied within videos on YouTube), perform, promote, and otherwise exploit such Catalog and any and all rights in and to the sound recording(s) and the underlying composition(s) in such Catalog, throughout the world, in any and all media or formats now known or hereafter devised, including without limitation by:

– permanent digital downloads;
– temporary digital downloads;
– interactive streaming;
– non-interactive streaming;
– interactive radio; and
– non-interactive radio (DMCA compliant, compulsory license);
– Semi-interactive radio (voluntary license);
– The servicing of any and all “existing” and “to be” developed digital and mobile delivery methods.

You authorize Amuse to sub-license any rights granted by you under this Distribution Agreement to any Third Party Music Services, as required to provide the Service hereunder. The authorization and grant of rights hereundershall be exclusive as to the Third Party Music Services, authorized in the Amuse Artist Dashboard.

Amuse does not guarantee placement of the Catalog with any Third Party Music Services and reserves the right to remove any content from the Service and reject distribution of any content in its discretion.

5. YOUR OBLIGATIONS TO OTHERS

In connection with exploitation of the Catalog contemplated hereunder, you shall be solely responsible for (a) all record royalties due to artists, producers and other persons who performed in the making of the Music and other royalty participants, (b) all royalties due to any party as a result of samples included in the Music (c) all payments that may be required under collective bargaining agreements applicable to you and your affiliates, and (d) all music publishing licenses and royalties.

For digital download sales in the United States, your payment typically includes the mechanical royalty on the underlying composition. In the case of the iTunes Match service, your payment includes a publishing portion that covers both the mechanical and public performance royalties. If you do not own or control the underlying composition(s) in your sound recording(s), it is your obligation to pay these publishing royalties to the person or entity that does. Outside of the United States, Amuse customarily requires Third Party Music Services to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the Third Party Music Services concerned from the proceeds payable to Amuse). If any Third Party Music Service outside of the United States does not agree to secure and pay for music publishing licenses, Amuse shall have the right, in its sole discretion, to either (i) decline to license such Third Party Music Service or (b) assume the responsibility to clear and pay for the music publishing licenses required in connection with such Third Party Music Service’s sales, which license fees Amuse shall have the right to deduct from amounts payable to you hereunder.

6. REVENUE / PAYMENT

Amuse will pay Content Distributor one-hundred percent (100%) of any Net Royalties received from the authorized Third Party Music Services. “Net Royalties” as used herein means Amuse’s actual receipts from the Third Party Music Services for the sale, distribution or other use of your Catalog, less any (a) tax, bank transfer and PayPal or other payment services transaction fees (if any); (b) marketplace costs, including without limitation any fees, payments, royalties or other consideration payable by Amuse to song aggregators and digital retail stores; and (c) licensing fees and royalties payable to song publishing licensors and compulsory mechanical licensors, as applicable.

Content Distributor shall be solely responsible for tracking and paying any taxes and governmental fees associated with or incurred in exploitation of the Catalog through the Service, including without limitation any tariffs, value-added taxes or governmental fees.

Accounting statements and your Net Royalties will be posted to your Amuse user account in a timely fashion after Amuse’s receipt thereof. Once payment has been credited to your Amuse user account, you will be able to withdraw the outstanding amount at your discretion. Your balance must exceed a minimum of USD 10 to withdraw money from your account. You will be solely responsible for any bank transfer and third party transaction fees or other charges related to such withdrawals.

Unless other payment arrangements are made between you and Amuse, Amuse shall remit payment to you according to the settings in your Amuse Dashboard.

Content Distributor shall have the right to appoint a certified public accountant who has signed confidentiality agreement with respect to Amuse’s books, to audit Amuse’s books and records to verify the accuracy of such statements, once with respect to any statement, once in each year, at Content Distributor’s expense, at the place where Amuse maintains such records, during Amuse’s normal business hours and on at least thirty (30) days’ prior notice. All objections concerning payments hereunder shall be submitted by Content Distributor within one (1) year after the date of payment, after which time all objections shall be waived.

7. PROCESSING YOUR CONTENT

Subsequent to your acceptance of this Distribution Agreement, and your delivery of the digital files of the Music with accurate metadata and cover artwork that fulfil the requirements set forth on the Amuse Artist Dashboard, Amuse may deliver the Music and applicable Digital Assets to the selected Third Party Music Services.

You may indefinitely withhold any of the Music from any store(s) of your choosing by selecting the appropriate option in the Amuse Artist Dashboard prior to the submission of the release. You may also, after withholding Music from a particular store, email support@amuse.io to request delivery of the Music to such store, at Amuse’s discretion.

8. WARRANTY AND DISCLAIMER

Each party warrants and represents to the other party that it has the right and authority to enter into and perform this Distribution Agreement, and that it will comply with all applicable laws in the performance of this Distribution Agreement.

Additionally, you hereby warrant and represent that you own, control and/or administer the Catalog, including both the Music and the Digital Assets, that the Catalog shall not infringe on the copyrights, trademarks, patents, moral rights, trade secrets, intellectual property rights, privacy rights, contractual rights, or other rights of any person or entity and, without limitation, that Amuse shall have the right to exploit the Catalog in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the amounts due to you described under this Distribution Agreement.

You hereby agree to defend, indemnify, and hold Amuse harmless from any and all costs, losses, damages, or expenses arising out of any breach of the foregoing warranties and representations. You also hereby agree to indemnify, defend, and hold Amuse and those authorized by Amuse to use and/or exploit the Catalog harmless from and against any and all claims, damages, costs, liabilities, and expenses, including reasonable counsel fees and litigation expenses, arising out of the use of the Catalog as contemplated hereunder. If a claim is made, Amuse reserves the right to withhold payment of royalties hereunder in an amount reasonably related to the claim and potential expenses.

If you are acting for the benefit of, and/or as an agent or representative of any artist, individual, group, or corporation, you and the parties that you represent shall be bound to the terms of this Distribution Agreement and shall be jointly and severally liable for your breach of the Distribution Agreement and for breach of the Distribution Agreement by any of the parties you represent.

AMUSE DISCLAIMS ANY WARRANTY NOT EXPRESSLY SET FORTH HEREIN, AND DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, AMUSE MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE FUNCTIONALITY, PERFORMANCE, OR RESULTS OF AMUSE’S WEBSITE OR SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AMUSE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

Nothing in this Distribution Agreement removes or limits either party’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

9. COVENANT NOT TO SUE

In consideration of Amuse’s entering into this Distribution Agreement, you covenant and agree, in respect to the Catalog not to bring, assert, pursue, maintain, join in or directly and/or indirectly support, assist, fund, lend resources to, or otherwise participate in any litigation, involving or asserting any claim based upon or alleging any form of copyright infringement arising from Amuse’s or any Third Party Music Service’s exploitation of the rights licensed by you to Amuse herein through the operation of the Service, and in accordance with this Distribution Agreement, that you have, had or may have against Amuse prior to the Effective Date or during the Term. In addition, where you have authorized Amuse to distribute the Catalog to and on YouTube, you covenant not to sue any user of the YouTube service who synchronizes any Music in a video uploaded to the YouTube website, to the extent your claim is based on the alleged infringement of rights granted by you to Amuse herein.

10. CHANGES TO THE AGREEMENT

Occasionally we may, in our discretion, make changes to the Distribution Agreement. When we make material changes to the Distribution Agreement, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.

11. ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and Amuse, this Distribution Agreement constitutes all the terms and conditions agreed upon between you and Amuse and supersede any prior agreements in relation to the subject matter of this Distribution Agreement, whether written or oral.

12. SEVERABILITY AND WAIVER

Unless as otherwise stated in the Distribution Agreements, should any provision of this Distribution Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Distribution Agreement, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Amuse or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Amuse’s or the applicable third party beneficiary’s right to do so.

13. ASSIGNMENT

Amuse may assign the Distribution Agreement or any part of it, and Amuse may delegate any of its obligations under the Distribution Agreement. You may not assign the Distribution Agreement or any part of them, nor transfer or sub-license your rights under the Distribution Agreement, to any third party.

14. CHOICE OF LAW AND DISPUTE VENUE

These Distribution Agreement shall be governed by and construed in accordance with Swedish laws, without regard to its conflict of law rules.

Any dispute or claim arising out of or in connection with these Terms of service, or the breach, termination or invalidity thereof, shall be finally settled by Swedish courts, with the Stockholm District Court as the first instance, unless otherwise provided by mandatory law.