The following terms, conditions and notices (the "Terms of Use") govern your use of the website located at www.milliondollarriff.com (the "Website"), our mobile and desktop apps (the "Apps") and all related sites, players, widgets, tools, applications, data, software and other services provided by Million Dollar Riff Pty Ltd (ABN 16 158 972 975) (herein referred to as "we", "us" and "our") (the "Services").
Access to and use of the Website, Apps and Services (individually and collectively the "Platform") are subject to these Terms of Use, together with our Privacy Policy, and constitute a legally binding contractual agreement between you, the user of the Platform and us. By using the Platform, you agree to be legally bound by these Terms of Use as amended from time to time. You agree to comply with these Terms of Use, and acknowledge and agree that we have the right, in our sole discretion, to terminate your account or take such other action as we see fit in our sole discretion, including but not limited to instigating legal proceedings and/or reporting you to the relevant law enforcement authorities if you breach any of the terms of these Terms of Use.
For that reason these Terms of Use are important and you should ensure that you read them carefully and contact us with any questions before you use the Platform. You can contact us here.
We reserve the right to update, change or replace any part of these Terms of Use at any time and it is your responsibility to check this page periodically for changes.
1. Acceptance of Terms of Use1.1 By using the Platform you acknowledge and agree that you have had sufficient chance to read and understand the Terms of Use and Privacy Policy and you agree to be bound by them. If you do not agree to any of the provisions set out in these documents, please do not use the Platform.
1.2 By accessing or using the Platform, registering an account, or by viewing, accessing, streaming, uploading or downloading any information or content from or to the Platform, you represent and warrant that you have read and understood the Terms of Use and Privacy Policy, will abide by them, and that you are either eighteen (18) years of age or more, or you are thirteen (13) years of age or more and have your parent(s)' or legal guardian(s)' permission to use the Platform.
1.3 The Terms of Use apply to all users of the Platform whether they are registered or not.
2. Description of the Platform2.1 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 information3.1 You are not obliged to register to use the Platform, however access to certain Services is only available to registered users.
3.2 When you register to use the Platform as a Listener or an Artist, you will be required to provide us with personal information such as your email address, your first name and last name and will choose a username and password for your account. The email address that you provide must be, and must remain, valid. Your email address, username, password and any other information you choose to provide to us via the Platform will be handled in accordance with our Privacy Policy.
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.
3.5 We reserve the right to disallow, cancel, remove or reassign usernames and permalinks, as determined by us in our sole discretion and may without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use or an infringement or violation of the rights of any third party or of any applicable laws or regulations.
3.6 When Uploaders allow their tracks to be sold on the Platform, they need to provide us with additional information such as their banking details in order to transfer the Artist Revenue Share as more specifically provided for in these Terms of Use.
3.7 Your submission of personal information is governed by our Privacy Policy.
4. Licence to use Platform4.1 We grant you a non-exclusive, worldwide, non-assignable and non-transferable licence to use the Platform in accordance with these Terms of Use.
4.2 You shall be authorized to use the Platform only for personal, non-commercial use except for Artists who may upload and sell their digital Recordings via the Platform as described in these Terms of Use.
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:
(a) submit, upload or post Content to the Platform strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Website from time to time; and
(b) use the Apps and Services provided as part of the Platform strictly as permitted in accordance with these Terms of Use and any other terms applicable to those Apps or Services from time to time.
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 uses5.1 In addition to the other prohibitions as set forth in the Terms of Use, you must not:
(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;
(b) adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise exploit any Content on or from the Platform, except where (i) such Content is your Content, or (ii) as permitted under these Terms of Use;
(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 - Pricing6.1 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 Artists7.1 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.
7.5 You shall be solely responsible and liable for, and we shall have no responsibility or liability for, any bad debts (such as credit card returns or fraud), PayPal fees (except for fees charged on our PayPal account), credit card transaction fees, disputed payments, and refunds, except as provided in this Terms of Use.
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 fees8.1 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 Rights9.1 Nothing in these Terms of Use constitutes a transfer of any intellectual property rights. You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Platform and all such rights are reserved by us and our licensors. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appear on the Platform, nor may you use such content in connection with any business or commercial enterprise except with respect to Artists who have the ability to sell their Digital Recordings through the Platform.
9.2 Any and all Content uploaded, stored, transmitted, submitted, exchanged or otherwise made available to or via the Platform by you (including for the avoidance of doubt, Recordings, videos synchronised with Recordings and other audiovisual works ("Videos") and the musical works embodied on such Recordings and Videos ("Musical Works")) shall be owned and controlled solely by you and not by us. Notwithstanding the foregoing, any such Content uploaded, stored, transmitted, submitted, exchanged or otherwise made available to or via the Platform shall at all times be required to strictly comply with these Terms of Use. In particular, any unauthorised use of copyright protected material within your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform) may constitute an infringement of third party rights and is strictly prohibited .
9.3 By posting or adding any Content onto the Platform, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use and exploit that Content in any way (including, without limitation, by reproducing, distributing, changing, synchronising, publicly performing and communicating the Content to the public) and permit us to authorise any other person to do the same thing, including but not limited to, other users of the Platform and users of any other websites, apps and/or platforms to which your Content has been shared or embedded using the Services ("Linked Platforms"). Notwithstanding the foregoing, nothing in these Terms of Use grants any rights to any other user of the Platform with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of your Content (the " Protected Marks") other than the right to such users to reproduce, publicly display, make available and otherwise communicate to the public those Protected Marks, automatically and without alteration where such users are reposting or otherwise providing direct links to your Content with which you have associated those Protected Marks.
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.
9.6 The licences in clauses 9.3 and 9.4 will survive any termination of these Terms of Use.
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 Infringement10.1 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.
10.3 Notwithstanding the fact that we have no legal obligation to monitor the Content on the Platform, we reserve the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use or applicable law, or is otherwise unacceptable to us.
11. Warranties11.1 You represent and warrant to us that:
(a) you have the legal capacity to enter these Terms of Use; and
(b) you have, and shall continue to comply at all times with, the warranties, representations, conditions, guarantees, obligations and terms of these Terms of Use.
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;
(d) you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in the Content in order to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Content) as contemplated by these Terms of Use;
(e) you are authorized to grant all of the aforementioned rights to the Content to us and all users of the Platform;
(f) to the extent you are the songwriter of any or all of the Musical Works, whether in whole or in part, you have the full right, power, and authority to grant the rights set forth in this Terms of Use notwithstanding the provisions of any agreement you may have entered into with any performing rights organization (“PRO”), whether based in Australia (APRA) or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us for the public performances and communications to the public of your Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of your Musical Works.
(g) no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Content as authorised under this Terms of Use.
If any agreement you have entered into with any third party, including, but not limited to a PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting us the right and license set forth in this Terms of Use and making the representations and warranties set forth in this clause, then you are prohibited from uploading such Content to the Platform and shall be responsible for indemnifying and holding us harmless from and against any and all claims arising from the exploitation of your Content on the Platform, including all court costs and legal fees.
12. Disclaimer of Warranties; Limitation of Liability12.1 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.
12.3 You hereby acknowledge and agree that we cannot and do not review the Content created or uploaded by its users, and neither we nor our subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders have any obligation, and do not undertake or assume any duty, to monitor the Platform for Content that is inappropriate, that does or might infringe the rights of any third party, or has otherwise been uploaded in breach of these Terms of Use or any applicable law.
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.
12.5 To the full extent permitted by law, we exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms of Use.
12.6 These Terms of Use are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our option:
(a) the supply of the Services again; or
(b) the payment of the cost of having the services supplied again.
13. Indemnity13.1 You will indemnify fully and hold Million Dollar Riff Pty Ltd, its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, shareholders and licensors harmless from any claims, loss, damage, proceeding, liabilities, expenses and cost (including all reasonable legal costs), whether in contract, tort, under statute or otherwise, arising directly or indirectly as a result of your use of the Platform, any Content uploaded to the Platform by users including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform, your breach of these Terms of Use, or your violation of any applicable law or the rights of any third party.
14. Termination14.1 These Terms of Use terminate automatically if, for any reason, we cease to operate the Platform.
14.2 We may otherwise terminate or suspend your use of or access to the Platform, in our sole discretion, immediately, without notice or liability to you, if you have breached, or we believe in good faith you have breached, these Terms of Use in any way and we reserve the right to remove your Content and pursue all available legal remedies for any breach as aforesaid.
15. General15.1 You must not assign, sublicence or otherwise deal in any other way with any of your rights under these Terms of Use. We may assign, license or otherwise dispose of or deal with any or all or our rights under these Terms of Use, either wholly or partially.
15.2 If a provision of these Terms of Use are invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
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.
15.4 The above Terms of Use constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and Million Dollar Riff Pty Ltd.
15.5 These Terms of Use and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of the state of Victoria, Australia.