In this document the following expressions shall have the following meanings:
"Artist" shall mean a person, company or other organisation that has registered with Audiotube to participate in the Service.
"Audiotube" Audiotube Limited, whose registered office is located at 1 St Mary Abbots Place, London W8 6LS, United Kingdom.
"Service" the digital audio and/or digital video distribution service offered by Audiotube whereby Tracks are made available to Platforms and administration is managed by Audiotube on behalf of Artists.
"Tracks" the individual digital audio and/or digital video recordings provided to Audiotube by Artist for distribution to Platforms.
"Platforms" the music distribution platforms owned and managed by third-party services, to include but not limited to, streaming audio and/or streaming video services, full-track audio download services and ‘radio’ type mobile applications.
"Royalty" shall be a monetary sum paid by Audiotube to the Artist in respect of a sale, download or stream of a Track.
"Net Receipts" shall be the gross payments payable to Audiotube from their distribution partners every time a Track is sold, downloaded, streamed or otherwise distributed to a customer of the Platform by a distribution partner, less a collection and administration fee (not to exceed 1.75% of the gross payment) applied by those distribution partners.
"Report" shall mean the financial statements sent from Audiotube to Artist detailing Royalty payments and consumption analytics.
"Terms" these terms and conditions of service.
"Website" the website operated by Audiotube.
Incorporation of Terms
- Please read these conditions carefully. They set out the terms under which access to the Service is made available.
- The Service is a non-exclusive commercial digital music distribution service.
- The Artist shall register on, and upload their tracks to, the Website.
- Audiotube shall manage and facilitate the distribution of Tracks from the Website to Platforms on behalf of Artist.
- Platforms may make Tracks available to their customers as part of a commercially available music service.
- Audiotube will use its best endeavors to distribute Tracks to as many Platforms as possible however Audiotube makes no guarantee that a Track (or Tracks) will be made available on a specific Platform, or Platforms.
- Platforms offer music services to members of the public. These services may include many different types of music and ways in which to offer consumers music, for example (but not limited to); streaming audio/video, full-track download and kiosk services. Within these services and Platforms, consumers may be offered different tiers of service (for example, but not limited to, advertising funded, subscription, pay-per-download, mobile access, streaming etc) that, in turn, offer different degrees of functionality to the consumer. Often these different types of service will be charged at differferent rates to consumers. Accordingly, royalty rates paid-back to artists will differ depending on these variables, and depending on the Platform and territory. There is no uniform value for royalty payments across services and/or Platforms and this is reflected in the Royalty payments that are made to Artists, which will vary slightly from Platform to Platform. Where such variances do occur, they will be detailed in Reports.
- Audiotube shall pay 100% of Net Receipts as Royalty.
- Royalty payments shall be initiated monthly within three working days of payment to Audiotube of Net Receipts from distribution partners.
- Net Receipts
- Net receipts shall be paid to Audiotube from distribution partners no sooner than  days and no later than  days after end of month less 1.75% of royalty.
- 1.5% will go to Merlin www.merlinnetwork.org by way of its administration fee in respect of licensing repertoire from the Audiotube platform into various DSPs for exploitation in 60+ territories and accounting royalties on that use back to Audiotube.
- .25% will go to CurrencyCloud www.currencycloud.com, Audiotube’s automated royalty payment gateway.
- NOTE: Please note that for Apple Music, Google Play and YouTube Distribution Audiotube will hold back 9% commission on royalty for our Apple Music, Google Play and YouTube Certified Aggregator. Audiotube is currently working with Apple Music and Google to have this commission on royalty waived and anticipate this will happen in Q4 | 2019.
- Royalty payments will be detailed in Reports which will be available on the Website.
- Reports will be provided by Audiotube on a regular and updated basis in accordance with the supply of data and analytics from Platforms.
- Audiotube shall use its best endeavors to provide accurate, timely Reports.
- Artist has 14 days from receipt to dispute a Royalty payment, thereafter the Royalty payment is deemed accepted by the Artist.
- Artists shall register on the Website and shall be responsible for providing accurate information and responses to any information requested of them by Audiotube.
- Failure by the Artist to provide accurate and up to date information to Audiotube may result in the removal of the Artists track from the Service, suspension of the Artist from the Service, and/or suspension of any Royalty payments to the Artist.
- Failure to pay the Membership Fee within three weeks of it falling due shall result in Tracks being removed from the Service and Royalty payments will no longer be administered by Audiotube on behalf of the Artist.
Warranty and Indemnity
- The Artist warrants and represents that:
- All information provided to Audiotube shall be provided in accordance with all applicable data protection legislation.
- It has the full right, power and authority to agree to these Terms.
- No consent, approval or authorisation of any other person, company or organisation is required for its agreement to these Terms.
- The Track and any other information uploaded to the Website or provided to Audiotube does not infringe any copyright, patent, trademark, trade secret or any other right of any third party, complies with all applicable laws and is the property of the Artist.
- It has obtained any necessary permissions, third party licenses and/or other consents (including, but not limited to, publishing rights and digital rights management technology) required to comply with these Terms.
- The Artist shall defend, indemnify and hold harmless Audiotube, its directors, officers, agents, employees, shareholders, partners and independent contractors from and against all claims, liabilities, suits, losses, damages and expenses, including, without limitation, costs and reasonable legal fees (collectively, "Claims")relating to or resulting from (a) Any actual or alleged infringement of any copyright, patent, trade secret, or other proprietary right of any person by inclusion of the Track in the Service. (b) Artists failure to make any third party payments relating to the use of the Track. (c) The breach of any representation, warranty, term, condition or undertaking of these Terms.
Collection of Data
- When you register for the Service, Audiotube may ask you to provide certain information about yourself, your business, your music or third parties. It is completely optional for you to provide this information however you acknowledge that without the provision of this information Audiotube may be severely impaired in their ability to deliver the Service or may not be able to deliver the Service. In such instance Audiotube shall bear no liability for a full or partial failure to deliver all or part of the Service.
- When you submit information to Audiotube, you understand and agree that Audiotube and its business partners may transfer, store, and process that information in any of the countries in which Audiotube and its business partners maintain offices.
- Audiotube collects this information in order to provide you with the Services and Reports.
- Audiotube recognises and appreciates the importance of the responsible use of this information.
- Please note that Audiotube is not responsible for, nor can give any guarantees about, the content or privacy practices of Platforms.
- You agree not to impersonate any other person or entity or to use a false user name or password to access the Website and/or Service that you are not authorised to use.
- We reserve the right to terminate your account (including user name and password) if any information is untrue, inaccurate, out-of-date, incomplete or fraudulently supplied.
- Artist access to the Website is permitted subject to the correct entry of a user name and password.
Disclaimers and Limitation of Liability
- Your use of the Service and Website is at your own risk. Artists assume complete responsibility for, and all risk of loss resulting from, participation in the Service. You agree that Audiotube and providers of telecommunications and network services to Audiotube will not be liable for damages arising out of your use or your inability to use the Service and/or Website, and you hereby waive any and all claims with respect thereto, and whether based on contract, tort or other grounds.
- The Website is available to all Artists 'as is' without any representations or warranties of any kind, either express or implied. Audiotube makes no representations, warranties or undertakings that the Website, or the server that makes it available, will be free from defects, including, but not limited to viruses or other harmful elements. Audiotube accepts no liability for any infection by computer virus, bug, tampering, unauthorised access, intervention, alteration or use, fraud, theft, technical failure, error, omission, interruption, deletion, defect, delay, or any event or occurrence beyond the control of Audiotube, which corrupts or affects the administration, security, fairness and integrity or proper conduct of any aspect of the Website. There are certain inherent risks in using the internet and the World Wide Web.
- Audiotube reserve the right to change the Service and or the Website at its sole discretion, including these Terms, and you should check these Terms regularly for any changes.
- To the fullest extent permitted by applicable law, neither Audiotube nor any of its directors, employees, affiliates or other representatives will be liable for loss or damages arising out of, or in connection with, your use of, or your inability to use, the Website, the Service, or Platforms including , but not limited to, indirect or consequential loss or damages, loss of data, income, profit or opportunity, loss of or damage to property and claims of third parties, even if Audiotube has been advised of the possibility of such loss or damages, or such loss or damages were reasonably foreseeable.
- Audiotube reserves the right to take such action as it deems appropriate against any Artist who violates any condition of these Terms. In such cases, services (including your username and password, access to the Website, Service, Platforms or other services) may be limited, interrupted or terminated without notice to you.
Binding Nature of these Conditions
- If you do not agree to these Terms, please do not access or use the Website, or Service. Audiotube reserve all its remedies in the event of breach of these Terms.
- For further information please contact firstname.lastname@example.org
- The Website is controlled and operated by Audiotube from the United Kingdom. Audiotube does not make any representation that the Website, Service, Reports and/or the facilities or services offered through the Website are appropriate or suitable for use in countries other than the United Kingdom, or that they comply with any legal or regulatory requirements of such other countries. In accessing the Website, you do so at your own risk and on your own initiative, and are responsible for compliance with local laws, to the extent any local laws are applicable. These terms and conditions of use shall be governed by and construed in accordance with the laws of the United Kingdom, and you hereby agree for the benefit of Audiotube, and without prejudice to the right of Audiotube to take proceedings in relation to these terms and conditions of use before any other court of competent jurisdiction, that the courts of the United Kingdom shall have jurisdiction to hear and determine any action or proceedings that may arise out of or in connection with these terms and conditions of use, and for such purposes you irrevocably submit to the jurisdiction of such courts.