These Terms of Service are a legal agreement between You and the Distributor (Melokid – www.melokid.com). They apply to the Distributor’s provision and Your use of the Distributor’s platforms, sites, applications or Services.
Your access to the Services is permitted by the Distributor on the assumption that You have accepted these Terms, and in consideration for that acceptance. If You do not agree to the terms, You are not permitted to access the Services in any manner. If You do (whether you make use of them or not), You are deemed to have agreed to these Terms in their entirety. Your agreement with the Distributor includes any specific additional terms and policies that apply to any specific Services You use.
“Automated Access” means use of a process, script, webcrawler, software or other methodology that:
- permits a user that is not a human user to access the Services as a user; or
- monitors any activity in connection with the Services; and
- regardless of whether the Distributor is aware of the nature of such access.
“Circumstance” means any fact, matter, circumstance or claim that occasions Losses.
The “Distributor” means Melokid.
“Fees and Charges” means the fees specified in the Schedule of these Terms as amended from time to time in accordance with clause 7.3 herein.
“Intellectual Property Rights” means intellectual property rights conferred on a party or recognised at Law in any territory throughout the world including any rights associated with copyright, trade marks, business names, patents, innovation concepts, semiconductor rights, formulae, trade secrets, methods, circuit layouts, inventions and any other results of intellectual activity in any field of industry or endeavour, whether or not registered or registerable and includes any right to register those rights, whether created before or after the date of this document.
“Law” means, with reference to any applicable jurisdiction, any statute, regulation, bylaw or a provision of a statute, regulation, or bylaw and includes, without limitation, any statutory rule, or ruling by a statutory body.
“Losses” means any losses, liabilities, damages, costs, charges or expenses (including lawyers’ fees and expenses on a full indemnity basis), and fines and penalties, however arising.
“Music Release” means any sound recordings, video recordings, pictures, literary works or other media introduced to the Service.
“Services” means the online, web-based applications, platforms or websites for digital distribution of Music Releases and services ancillary to the digital distribution of Music Releases.
“Terms” means this document.
“You” or “Your” means any party who accesses the Services, regardless of the nature of that access or if that party is or is not identified to the Distributor.
“Your User Account” means Your online account provided by the Distributor for your operation and enjoyment of Your own personalised experience of the Services that is accessed using Your personal preferences and containing personal information provided by You.
2. How to read these terms
1. References – People And Parties
In this document a reference to:
- one gender includes the others;
- the singular includes the plural and the plural includes the singular;
- a person includes a body corporate;
- a party includes the party’s executors, administrators, successors and permitted assigns.
2. References – Statutes And Currency
In this document a reference to a Law includes:
- that Law as amended or re-enacted from time to time;
- a statute, regulation or provision enacted in replacement of that Law; and
- another regulation or other statutory instrument made or issued under that Law; and
- money is to Australian dollars, unless otherwise stated.
3. Interpretation – General
In this document:
- “including” and similar expressions are not words of limitation;
- a reference to a clause or schedule is a reference to a clause of or a schedule to the Terms;
- a reference to an agreement or document (including, without limitation, a reference to the Terms) is to the agreement or document as amended, novated or replaced;
- where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;
- headings are for convenience only and do not form part of this document or affect its interpretation;
- a provision of the Terms must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Terms; and
- all references to time are to the time in Brisbane.
3. The services
1. Digital Distribution and Ancillary Services
You acknowledge that the Services consist of online, web-based applications, platforms or websites that allow users to digitally distribute Music Releases and access services ancillary to the digital distribution of Music Releases.
You accept the following terms in respect of Your use of the Services:
- After You have created a User Account with the Distributor, You may use the Services to upload and distribute Your Music Release.
- the Distributor has the right to make any changes to the Services at any time including any action to modify, amend, suspend or discontinue all of or any part of the Services within the Distributor’s discretion and without notice.
- You are solely responsible for Your Music Release.
- You acknowledge that Your User Account is not a data storage facility for materials or information that You wish to retain. the Distributor reserves the right to delete Music Releases stored using the Services at any time without notice, and this may directly affect Your Music Releases. If You wish to keep Your Music Releases perpetually, You should take other measures to ensure storage of Your Music Releases.
3. Intellectual Property
The Distributor owns all rights in the Service including copyrighted works, trademarks, designs, inventions, and other intellectual property including the look and feel of the Services. You agree not to copy, distribute, modify, or make derivative works of any of the Services or use any of the Distributor’s intellectual property rights in any way not expressly permitted by us.
4. Your user account with the distributor
1. Your Responsibilities
You must operate Your User Account in accordance with the Distributor’s directions and in particular, You agree to the following:
- You have permission to use and operate Your User Account, but the extent of that use and operation is at the Distributor’s sole discretion. the Distributor may maintain Your User Account differently to the accounts of other Users.
- Your User Account must only be operated by You on Your own behalf. You must not operate Your User Account on behalf of anyone else, including (without limitation) to an organisation that is not a natural person (Organisation). However, if the Distributor permits You to open a User Account on behalf of an Organisation, then:
- The word “You” in these Terms includes both You and the Organisation;
- You represent that You are authorised to represent the Organisation and that You have the authority to bind the Organisation to the Terms.
- You take full responsibility for everything done through Your User Account and in particular:
- You agree not to share the login credentials for Your User Account with any other person without the Distributor’s consent, or permit any automated use of Your User Account;
- You agree to use a password for Your User Account that is not easily guessable and likely to remain secure (incorporating upper and lower case letters, numbers and symbols);
- You agree to notify the Distributor straight away if You suspect another party has access to Your login credentials or if You suspect that another party is conducting activity through Your User Account.
- You must only give the Distributor accurate and complete information about You when You create Your User Account. If Your details are changed after creating Your User Account, You must update the relevant information.
- You agree that the Distributor may send You email or other electronic messages concerning Your User Account, the Distributor and its commercial partners from time to time. You will have the right to opt out of such electronic messages except those concerning Your User Account.
5. Music release
1. Your Responsibility for Music Release
You are responsible for any Music Releases You introduce to the Services. You should be careful about what Music Releases You choose to introduce. You acknowledge that introducing Music Releases on the Services does not constitute an act of registering that Music Release for copyright in any jurisdiction. You are also responsible for ensuring that the Music Release You introduce does not breach the Intellectual Property Rights of any third party.
2. Prohibited Music Release
The Distributor reserves its discretion to prohibit certain types of Music Releases (Prohibited Music Release) that:
- promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- is violent or threatening or promotes self-harm;
- promotes harmful activities or substances in breach of any Law,
- infringes a third partys Intellectual Property Rights, or violates a third partys rights of publicity or privacy;
- breaches any Law or would result in civil liability;
- is fraudulent, false, misleading or deceptive;
- is racist, defamatory, pornographic, offensive or vulgar; or
- is otherwise deemed by the Distributor (in their absolute discretion) to be unsuitable.
You agree that You will not introduce Prohibited Music Releases into the Services.
3. Agency Appointment
You appoint the Distributor as your perpetual, non-exclusive, agent to sell, distribute and otherwise exploit the release of any Music Release you introduce to the Services within the territory selected by you (provided that if you fail to select a territory, then you shall be deemed to have selected the entire world) and to collect all income so derived (the Your Income).
You grant the Distributor a perpetual, non-exclusive, licence to use any Music Release that You introduce to the Services within the territory selected by you (provided that if you fail to select a territory, then you shall be deemed to have selected the entire world) for the purposes of or in connection with clause 5.3(a) herein.
You authorise and consent to the Distributor engaging any sub-agent or other third party to:
- perform any obligations under these Terms; or
- exercise any of its rights under these Terms.
Subject to any applicable law, You authorise the Distributor to deduct from and set off against Your Income without notice or demand all amounts owing by You to the Distributor under these Terms or otherwise (including, without limitation, all Fees and Charges or amounts owing pursuant to clause 10 herein).
You authorise the Distributor to pay from Your Income to third parties any fees, cost, charges or other expenses incurred for You or on Your behalf by the Distributor in connection with these Terms, including (without limitation) any expenses incurred for the engagement of a sub-agent in accordance with the terms of this agreement.
You acknowledge and agree that the Distributor is not required to keep your money separate from its own money or any other monies and the Distributor holds Your income as a debtor.
You acknowledge that Your Income will be pooled into an interest-bearing account with the income from other parties that use the Services until you withdraw such funds. You agree that you will not receive interest or other earnings on Your Income that the Distributor handles as your agent and places in such pooled account. In consideration for your use of the Services, you irrevocably transfer and assign to the Distributor any right that you may have in any interest that may accrue on Your Income held in such pooled account. In addition to or instead of earning interest on such pooled account, the Distributor may receive a reduction in fees or expenses charged for banking services by the banks that hold Your Income.
You acknowledge that Your Income will be received by the Distributor from a range of digital service providers (eg, Apple, Spotify, Amazon, etc), in pooled amounts with the income from other parties that use the Services, at various times and in various currencies. You authorise the Distributor as your agent to give effect to currency conversions from time to time at rates determined by the Distributor in its absolute discretion. You agree that if there is a margin (the Margin) between the various currency conversion rates obtained in respect of the pooled funds and the final currency rate You receive (which shall be determined by the Distributor acting reasonably), then the Distributor may retain the Margin. In part consideration for your use of the Services, you irrevocably transfer and assign to the Distributor any right that you may have in any Margin in connection with the conversion of pooled funds.
6. Prohibited actions
1. Whats not permitted?
The Distributor may suspend, ban or delete Your User Account if:
- You lie or mislead the Distributor about Your details, Your Music Releases or any other Music Releases;
- You introduce a Music Release that is a Prohibited Music Release (including, without limitation, fraudulent and artificial streaming), or breaches the Intellectual Property Rights of a third party;
- You introduce a Music Release that is deemed by the Distributor (in their absolute discretion) to be unsuitable;
- You commence the process of attempting to open a new account after the Distributor has banned you from the Services or otherwise restricted or terminated Your User Account;
- You switch control of Your User Account to another person;
- You act in a manner that results in detriment to the Distributor, other Users, or if You act in a manner that the Distributor considers to be unacceptable in view of generally accepted online or offline etiquette or behavioural standards and policies;
- You are involved in any activity that constitutes scraping or replicating the Services or Music Releases from the Services for the benefit of other platforms, engines or applications not connected to or approved by the Distributor, unless the purpose of that activity is for the purposes of assisting search engines or platforms containing public web navigation indexes;
- You attempt to hack into or cause damage to any aspect of the Services, or You attempt to gain unauthorised access to information held by the Distributor;
- You attempt to sabotage the operation of the Services by overloading them with data;
6.1. Fraudulent Streaming
Streaming Fraud is prohibited, and You must not engage in any Streaming Fraud in connection with the Platform and the Services.
If Melokid has reason to suspect that any Record Release is the subject of Streaming Fraud, then Melokid may immediately and without notice discontinue the payment of (and You agree to forfeit) all Income in connection with that Record Release.
6.2. Prohibited Releases
The following is prohibited (“Prohibited Releases”) on the Platform and You must not Deliver (or allow to be Delivered) into the Platform any Record Release or Composition Release which may:
- promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- be violent or threatening or promotes self-harm;
- promote harmful activities or substances in breach of any Law;
- infringe a third party’s Intellectual Property Rights, or violate a third party’s rights of publicity or privacy;
- breach any Law or would result in civil liability;
- be fraudulent, false, misleading or deceptive; or
- be racist, defamatory, pornographic, offensive or vulgar.
If Melokid has reason to suspect that any Record Release or Composition Release Delivered (or allowed to be Delivered) to the Platform by You may constitute a Prohibited Release, then Melokid may immediately and without notice discontinue the payment of, (and You agree to forfeit) all Income in connection with that Record Release or Composition Release.
Melokid reserves the absolute right to remove any Record Release, Composition Release, Marketing Materials or Metadata Delivered to the Platform or Services for any reason whatsoever immediately without notice.
7. Fees and payment
1. Fees and Charges
You must pay any Fees and Charges to the Distributor immediately as they become due and payable.
2. Payment Requirements
- You must make payments under these Terms to the Distributor:
- without set‑off, counterclaim, withholding or deduction; and
- by any method the Distributor reasonably requires (which may be by deduction from Your Income).
- The Distributor need not make demand for any amount payable by You.
- Expiry or termination of these Terms does not affect Your obligations to make payments under these Terms for periods before then.
- Time is essential for all obligations of Yours to pay money under these Terms.
3. Changes to Services Fees
The Distributor reserves the right to change the Fees and Charges whenever the Distributor considers it necessary to do so within the Distributor’s absolute discretion. Subject to any applicable law, by continuing to use the Service after change takes effect, You will have accepted the changed Fees and Charges. If you do not agree to the changed Fees and Charges, you can reject the change by de-activating your User Account and terminating these Terms in accordance with clause 8.2.
4. Payment information
Your payments are processed securely through trusted payment gateways, Stripe and PayPal.
1. Distributor’s Termination RightsThe Distributor can terminate these Terms at any time for any reason. The Distributor may retain Your user information, Music Releases You have introduced, or other information personal to You for archival, backup and disaster recovery purposes. If the Terms are terminated by the Distributor, all of Your obligations in these Terms that are intended to continue remain binding on You.
2. Your Termination RightsYou can terminate these Terms at any time for any reason. If You do so, You must notify the Distributor by de-activating your User Account, and cease to use the Services in any way. If You resume use of the Services at any stage after You have notified the Distributor of Your termination, or request re-activation of your User Account, You indicate that You have re-accepted these Terms, and they will bind You and the Distributor accordingly.
10. Liability and Indemnity
Subject to any Law applying to the Terms that expressly prevents application of this provision, notwithstanding any other provision of these Terms, the liability of the Distributor, if any, for anything arising out of or in connection with the supply of the Services (other than any liability incurred as a result of the Distributor’s obligation to meet a statutory guarantee or warranty imposed by a Law), where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, is limited at the Distributor’s option to:
- the Distributor’s costs incurred in actually supplying the Services; or
- the monetary amount equivalent to the Distributor’s cost in supplying the Services to You again.
- You indemnify the Distributor and/or the Distributor’s employees, agents, sub-agents, contractors, customers, clients, and/or licensees in connection with all Losses that the Distributor incurs as a result of Your breach of these Terms.
- You indemnify the Distributor and/or the Distributor’s employees, agents, sub-agents, contractors, customers, clients, and/or licensees for all Losses that the Distributor incurs in connection with its appointment as Your agent pursuant to clause 5.3 of these Terms.
3. Services not error-free
- You acknowledge that the Services are being improved on a consistent basis, and as such are not guaranteed to be error-free.
- The Distributor reserves the right to conduct maintenance of the Services which may require a period of downtime of the Services.
- You acknowledge and agree that whatever the cause of any downtime or access issues to the Services Your only recourse is to discontinue using the Services.
- The Distributor may release modifications and enhancements to the Services, and in some cases re-configure features.
1. Amends to Terms
The Distributor reserves the right to amend these Terms and its policies whenever the Distributor considers it necessary to do so within the Distributor’s absolute discretion. If You wish to modify these Terms, You must obtain the Distributor’s agreement to vary the Terms in writing, and any agreed variation must documented in writing.
2. Incorporation of Policies
In accepting these Terms, You also agree:
- to comply with all of the Distributor’s policies concerning the Services that are made available for all Users via the Services from time to time; and
- that a breach of these policies by You constitutes a breach of these Terms.
If You have a paid subscription for any part of the Services, the price of the subscription does not include any taxes that the Distributor may charge in accordance with the tax laws of the relevant jurisdiction, and you agree to pay any such additional amount in addition to the price of the subscription. the Distributor will provide you with a tax invoice as required by applicable Law.
You cannot assign Your rights or obligations under these Terms without the Distributor’s prior written consent. the Distributor can novate or assign its rights or obligations under these Terms without restriction.
5. Automated Access
All Automated Access is also subject to these Terms. No automated software may access the site until the person responsible for the Automated Access has accepted these Terms. As such, any attempt to obtain Automated Access will be bound by these Terms.
If anything in these Terms is unenforceable, illegal or void then it is severed and the rest of these Terms remain in force, unless the severance would change the underlying principal commercial purpose or effect of these Terms.
7. Relationship of the Parties
You and the Distributor are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship.
8. Third-Party Beneficiaries
You acknowledge that there may be third-party beneficiaries to these Terms in circumstances where the Distributor is bound to enforce them in favour of its own Distributors, Users or other parties contracting with the Distributor.
9. Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under the Terms will constitute a waiver of that right. Other than as expressly stated in the Terms, the remedies provided in the Terms are in addition to, and not exclusive of, any other remedies of a party under Laws.
10. Governing Law and Disputes
The Terms are governed by the Laws of the State of Queensland and disputes must be resolved in the non-exclusive courts of that jurisdiction. You agree that You will not be involved in an action as a class member in a class action and that all disputes must be pursued in Your own name only. You and the Distributor each waive respective rights to seek or be involved in any class action under these Terms or concerning any aspect of the Services.
11. Entire Agreement
The Terms and the Distributor’s policies concerning the Services, together with any of the other documents specifically referred to or incorporated in these Terms by specific reference constitute the entire agreement between the parties and supersede all prior understandings and agreements concerning its subject matter. If the Terms or the Distributor’s policies are amended by the Distributor, the newer version of those documents will then supersede the prior version.
12. Refund Policy
You can request a refund within 30 days of the initial purchase. To qualify for a refund, the title in question must remain incomplete and undelivered to our digital partners.
Please note that we are unable to process refunds for titles delivered to our digital partners (regardless of whether they have gone live or not).
We strive to provide excellent customer service, so if you have any questions or concerns regarding your purchase, please don’t hesitate to reach out to our support team. We are here to assist you and address any issues you may encounter during your experience with Melokid.
13. Legal Notice
Postal address :
VAT Number : BE 0761.589.560
Effective day :
These Terms take effect from 1 February 2023 or as soon as practicable thereafter.
SCHEDULE – FEES AND CHARGES
FEES AND CHARGES
DUE DATE FOR PAYMENT
Upload Fee (Subscription or One-Off Payment)
On the date(s) indicated on the “Checkout” page.
The Amount specified on the “Checkout” page on the Service or as otherwise notified by the Distributor from time to time.
An amount agreed by the parties from time to time.
Prohibited Music Release Fee
Immediately upon You introducing Prohibited Music Releases.
An amount equal to Your Income in connection with the Prohibited Music Releases.
Account Inactivity Fee
If you do not log into Your User Account for a period of two years, then the date that is two years from the date you last logged into Your User Account.
An amount equal to Your Income currently held in connection with Your User Account up to a maximum of 99.00€