Terms and Conditions

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://bbn.music/c/music 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 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 such case, if You are unsatisfied with the resulting Platform, You may terminate the relationship pursuant to Section 5.

2.3 Furthermore, You warrant that You have all necessary rights in respect of Your Content to exploit it through the Platform and, therefore, authorize Us to administer Your Content as requested by You at each time, in the terms described in Section 6. This 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 may not make the same content available in the same Digital Music Service using a service different from 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 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 these 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 agree:

• 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;
• 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 or by these Terms of Use. You will be liable to Us for any breach of these Terms, as described in Section 9.

User Warranties

3A.1 You represent and warrant that you own or have obtained all rights, licenses, consents and permissions necessary to upload, reproduce, distribute and otherwise exploit Your Content via the Service in each territory selected. Such rights shall be irrevocable with respect to any distribution already made.

3A.2 You undertake that no portion of Your Content is subject to a right of revocation that would allow You or any third party to demand removal once the Content has been distributed through the Platform.

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% of the net incomes (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% sales commission percentage from the net incomes 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 a 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.

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.

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.

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.

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.

5.2 Additionally, We may terminate our relationship and the Service:

• in the event You breach any term or condition established by Us 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;
• if You become the subject of any proceeding related to your liquidation or insolvency;
• 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.

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).

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 through the Digital Music Services selected by You;
• 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;
• that Your Content does not infringe the copyrights or any other right, of any third party;
• that We are authorised during the Duration of the agreement, to grant to third parties synchronisation licences of Your Content for the entire world.

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. 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.

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.

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 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 profits, savings, goodwill, reputation, revenue, anticipated savings, business or opportunity or any other special, indirect, consequential or incidental losses or damages.

9.5 We respect the rights of others (including copyright, image and personality rights, etc.) and expect our clients to do the same.

Miscellaneous

10.1 Non-assignment: You may not assign your account or any interest therein to any third party, 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.

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 by email at the addresses listed on your account on the Platform.

License Irrevocability and Takedown Policy

11.1 Irrevocable Grant: You acknowledge and agree that any rights and licenses granted to BBN Music GmbH in respect of Your Content are irrevocable with regard to all exploitations and distributions already made or initiated prior to any attempted revocation.

11.2 Prohibition of Abusive Notices: You may not, under any circumstances, submit or instruct any third party to submit a takedown notice against BBN Music GmbH, its partners, or any Content distributed by BBN Music GmbH that You have previously licensed or otherwise authorised.

11.3 Internal Resolution Process: Should You believe that Your rights have been violated, You must first notify Us in writing and engage in our internal resolution process. We will investigate and attempt to resolve the matter within thirty (30) days.

11.4 Consequences of Breach: Any User who submits a false, fraudulent, or abusive takedown notice, or otherwise breaches this Section, will be deemed in material breach of these Terms of Use.

11.5 Indemnity: To the fullest extent permitted by applicable law, You agree to indemnify and hold harmless BBN Music GmbH, its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs and expenses arising out of or related to Your breach of this Section 11.

Dispute Resolution

12.1 Any dispute arising out of or relating to these Terms of Use shall first be submitted to Our internal resolution process described in Section 11.3. You agree to cooperate in good faith and supply all information reasonably requested.

12.2 If the dispute remains unresolved after completion of the internal process, it shall be finally settled in accordance with Section 10.7 (Law and Jurisdiction).