2.1 The Platform is a hosting service and registered users of the Platform may submit, upload and post audio (being any recordings and any musical and literary works as embodied on such recordings), video, text, photos, pictures, graphics, comments and other content, data and information that may be uploaded, stored, transmitted, submitted, exchanged or otherwise made available to or via the Platform (the "Content").
2.1 Users can choose to register either as a Listener, an Artist or a Studio. Artists will have the additional ability to create gigs and upload Recordings that may be purchased on the Platform under the Terms and Conditions set forth in this agreement.
2.2 The Content will be stored by us at the direction of such registered users and may be shared and distributed by such registered users and other users of the Platform. The Platform also enables registered users to interact with one another and to contribute to discussions, and enables any user of the Platform (who may or may not be registered users of the Platform) to view, listen to and share Content uploaded and made available by registered users.3. Registration for use of Platform - Personal information
3.1 You are not obliged to register to use the Platform, however access to certain Services is only available to registered users.
3.3 You are solely responsible for all use of your username and password and all activity emanating from your account, whether or not such activity was authorised by you.
3.4 If your username or password is lost or stolen, or if you believe that your account has been accessed by an unauthorised third party, you are advised to notify us in writing here and you should change your password at the earliest opportunity.
4.3 You may access and use the Platform (including any incidental copying that occurs as part of that use) in the normal manner, view Content uploaded and posted to the Platform, listen to Content streamed from the Platform and to share download and purchase audio Content using the features of the Platform where the appropriate functionality has been enabled by the user who uploaded the relevant Content (the "Uploader").
4.4 In addition, if you register to use the Platform, we grant you a non-exclusive, worldwide, non-assignable and non-transferable right and licence to:
4.5 You must not add any Content to the Website:
(a) unless you hold all necessary rights, licences and consents to do so;
(b) that would cause you or us to breach any law, regulation, rule, code or other legal obligation;
(c) that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;
(d) that would bring us, or the Website, into disrepute;
(e) that infringes the intellectual property or other rights of any person; or
(f) that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm or other harmful or malicious component which might in any way impair or disrupt the Platform or servers or networks forming part of, or connected to, the Platform or which does or might restrict or inhibit any user's use and enjoyment of the Platform.
4.6 The Website contains links to other websites as well as content added by people other than us. We do not endorse, sponsor or approve any such user generated content or any content available on any linked website.
4.7 You acknowledge and agree that:
(a) we retain complete editorial control over the Platform and may alter, amend or cease the operation of the Platform at any time in our sole discretion; and
(b) the Platform will not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes).5. Prohibited uses
(a) copy, rip or capture or attempt to copy, rip or capture any audio Content from the Platform or any part of the Platform other than by means of download where the relevant Uploader has elected to permit downloads of the relevant item of Content;
(c) employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of your Content on the Platform, or to mispresent your activity on the Platform and must not offer or promote the availability of any such techniques or services to any other users of the Platform;
(d) alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform (other than in relation to your Content);
(e) rent, sell or lease access to the Platform or any Content on the Platform save that this shall not prevent you from including link from your Content to any bona fide third party website or download store where your Content may be purchased;
(f) deliberately impersonate any person or entity or otherwise misrepresent to us your affiliation with a person or entity;
(g) use or attempt to use any other user's account, username, password, Content or other information unless you have express permission from such other user;
(h) collect or attempt to collect personal information, or any other kind of information about other users;
(i) spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) interfere with or circumvent the security features of the Platform or any related website, other websites, or the Internet;
(k) harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.
5.2 We reserve the right to terminate your use of the Platform for violating any of the prohibited uses and will report any breaches to the relevant law enforcement authorities.6. Purchase of Content - Pricing
6.1 You may purchase digital Recordings and other Content made available by Artists for download through the Service. We cannot guarantee the perpetual availability of the Content and we reserve our right at any stage to remove any such Content where required by any third party or as required under any applicable law.
6.2 Each such purchase is a "Transaction".
6.3 Prices are shown in AUD and will be charged in AUD. They are expressed inclusive of Goods and Services tax (hereafter "GST"). Each such amount includes an amount equal to the relevant GST. If the rate of GST payable changes before the Content is downloaded, the new tax rate in effect at the time of download will apply and the total amount payable will be increased or decreased.
6.4 Prices for products offered on the Platform may change at any time.
6.5 Payment is only accepted by means of the credit card types as shown and PayPal. We are unable to process any other payment form. If you enter into a transaction, you hereby warrant that you will be able to make a full and immediate payment as required on the Platform.
6.6 Enquiries regarding transactions will be directed to the relevant Artist and not to us.
6.7 Except as required by applicable law, no refund will be given if we are required for any reason (such as a copyright infringement claim) by a legal entity to deny access to a content previously purchased on the Platform.7. Distribution of the Recordings and payment to Artists
7.1 As an Artist, you will set the prices of the recordings you chose to upload on the Platform and will be able to change the prices at your sole discretion.
7.2 Payments received from registered Listeners are directed to us and processed through our PayPal account.
7.3 Once the payment has been received, we will distribute the Recording(s) purchased. We may be required to redistribute on a no-fee basis previously purchased content to users who received a damaged file or incorrect file format version of the track or suffered a loss of the file through a hard drive failure.
7.4 We will be entitled to a share of the revenue Artist's receive from any Transaction. We shall pay an Artist eighty percent (80%) of Net Income on a monthly basis ("Artist Revenue Share"). The Artist Revenue Share will be transferred to your nominated banking account on a monthly basis, or as otherwise determined by us from time to time. "Net Income" shall be defined as the sum of all monies received by us or on behalf of us from the sale of your Recordings less any tax such as GST or any charge related to the sale of your Recordings such as exchange rate costs or any other bona fide costs and expenses incurred by us in earning such gross monies. You won't be charged for the PayPal fees related to our account.
7.6 We retain the right, but do not have the obligation, to immediately halt the offering or sale of any goods or services, prevent or restrict access to the Platform or take any other action in case of technical problems, objectionable material, inaccurate listings, or actions otherwise prohibited by the procedures and guidelines contained on the Platform, or for any other reason in our sole and absolute discretion, and to correct any inaccurate listing or technical problems on the Platform. We may immediately halt the offering or sale of any goods or services upon receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is apparent with respect to any goods or services.8. Additional fees
8.1 In addition to the fees set forth above, we reserve the right to require payment of fees for certain additional features of the Platform. All users may need to pay other fees for certain additional features of the Platform after subscribing to such services.9. Intellectual Property Rights
9.4 The licences granted herein with respect to audio Content and any images and text as uploaded by you will terminate automatically when you remove such Content from your account. Licences with respect to comments or other contributions that you make on the Platform will be perpetual and irrevocable, and will continue notwithstanding any termination of your account. Notwithstanding the foregoing, you hereby acknowledge and agree that once your Content is distributed to a Linked Platform, we shall not be under any obligation to ensure the deletion of your Content from any servers or systems operated by the operators of any Linked Platform, or to require that any user of the Platform or any Linked Platform deletes any item of your Content.
9.5 You consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you add any content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner.
9.7 You represent and warrant to us that you have all necessary rights to grant the licences and consents set out in clauses 9.3, 9.4 and 9.5.10. Copyright Infringement
10.1 If you believe a user of the Platform is infringing your copyright or the copyright of any third party, please notify us in accordance with the following procedure: All notifications of copyright infringement must be in writing and directed to our designated agent at the following mailing address and email address: Attn: Million Dollar Riff Pty Ltd, 37 Station Street, Seddon VIC 3011 Australia, [email protected].
10.2 Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and that you are authorised to act on behalf of the owner of the exclusive right that is allegedly infringed.
11.1 You represent and warrant to us that:
11.2 By uploading any Content to the Platform, you hereby represent and warrant to us that:
(a) your Content, and each and every part thereof, is an original work by you and you own or otherwise control all rights to your Content or that such Content are in the public domain or have otherwise been directly licensed to you in writing with a grant of rights sufficient to permit you to enter into this Agreement and to grant all of the rights with respect to the Content as set forth in this Agreement;
(b) the Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity or right in any confidential information;
(c) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Content you upload to the Platform;
(e) you are authorized to grant all of the aforementioned rights to the Content to us and all users of the Platform;
12.1 The Platform, including without limitation, the Website, the Apps, the Services and all Content are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
12.2 You hereby acknowledge and agree that we: (i) store Content and other information at the direction, request and with the authorisation of our users; (ii) act merely as a passive conduit and/or host for the uploading, storage and distribution of such Content; and (iii) play no active role and give no assistance in the presentation or use of the Content. You are solely responsible for all of your Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, we exclude all liability with respect to all Content (including your Content) and the activities of its users with respect thereto.
12.4 To the full extent permitted by law, we exclude all liability in respect of loss of data, interruption of business or any consequential or incidental damages. We will not be liable for any loss or damage however caused by a distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material as a result of or in connection with your use of the Platform or to your downloading of any material posted on it, or on any Linked Platform.
(a) the supply of the Services again; or
(b) the payment of the cost of having the services supplied again.13. Indemnity
15.3 Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it.