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Terms and Conditions

 

 

 

TERMS OF USE

 

Starting date:

Contract number:

User number:

User’s company:

User’s identification/fiscal number:

 

 

You have chosen Beatclap as your digital music distributor. From here on out, we start a journey together with the aim of achieving great success in your musical career.

 

We ask you to take some time to read these terms carefully, as they constitute a binding agreement between us (“Beatclap” / “we”) and you (the “User”), which takes effect when you register on our website www.beatclap.com (the “Platform”).

 

Formally, the service provider and entity responsible for the platform is Beatclap S.L., which is a limited liability company constituted and existing under the laws of Spain, with legal domicile in Chiquinquira 46 B-1 Posterior, 28033 Madrid (Spain), with fiscal identification number B01716257, listed in the Mercantile Registry of Madrid with registration number 2020/1722.

 

Our contact information can easily be found by clicking on the “Contact Us” tab in your account.

 

Beatclap’s services will be provided in accordance with:

 

  • The Terms of Use established in this document.
  • The Privacy Policy available in the “Legal” section of your account.

 

We need you to provide and complete all the information required in your user area of the Platform, as it is necessary to form the contractual relationship between us. We have written our Terms of Use in the simplest and clearest way possible, but if you have any questions or queries, please contact us using any of the communication channels provided.

 

 

 

TABLE OF CONTENTS OF THE CONTRACT:

 

  1. Definitions
  2. General provisions, access and usage of the services
  3. What you can and can’t do
  4. Uploading and storing your content
  5. Collection of earnings
  6. Duration and termination of the contract
  7. Intellectual property rights
  8. Image rights (model release)
  9. Fraud
  10. Privacy
  11. Social media connections
  12. Warranty, limitation of liability
  13. Miscellaneous

 

 

 

  1. DEFINITIONS

 

To make these Terms of Use easier to understand, the following main expressions will have these meanings:

 

CUSTOMER: any individual that uses a digital music service (DMS).

 

DIGITAL DISTRIBUTION: the transfer by any means of data transmission or communication, via the Internet, online radios, kiosks, mobile, wireless, satellite and similar communication systems, whether known or existing in the future, of end-user content, in multiple digital formats including, but not limited to, clips, permanent downloads, subscriptions, streaming, time-out downloads, ringtones, ringback tones and any other media.

 

DIGITAL MUSIC SERVICE: any digital media, such as music download portals, music and video streaming services, mobile music platforms, digital (and terrestrial) radio stations, television networks and mobile networks (each a “DMS”, i.e.: Apple iTunes, Spotify, Amazon, Google Play, etc.), that allows Customers to purchase and/or listen to User Content.

 

USER: this is you, an artist, composer, songwriter, producer, agent (including royalty holders), rights holder, or others authorized and empowered to exploit certain music (including compositions and recordings) by using the Platform, the API, or portions thereof.

 

USER CONTENT: all intellectual property works (including but not limited to musical works, recordings, video clips, ringtones, real tones, lyrics, logos, covers and photos) in respect of which the end-user has the necessary exploitation rights, including related rights.

 

PLATFORM: the digital music distribution platform available to you on www.beatclap.com or its designated subdomain.

 

SERVICE: the service we provide via the Platform to make User Content available on digital music services (DMS).

 

 

 

  1. GENERAL PROVISIONS

 

ACCESS AND USAGE OF THE SERVICES

 

For the duration of the contract and subject to your compliance with these Terms of Use, you have the right to access the Platform and enjoy the Service provided by BEATCLAP.

 

For informational purposes, the features of the Platform include, but are not limited to:

 

  • The ability to upload User Content to the Platform for availability in Digital Music Services.

 

  • Selection of channels, territories and Digital Music Services where Users want their Content to be available.

 

  • Optional services, including quality control, distribution, upgrades and storage

 

  • Direct payment of the corresponding fees for services contracted.

 

  • Hosting of User Content.

 

  • Qualification, transformation and transmission to Digital Music Services.

 

  • Updating of releases distributed to Digital Music Services.

 

  • Deletion of Content.

 

  • Assignment of codes (ISRC and UPC).

 

  • Access to sales and usage reports of User Content on the Digital Music Services.

 

  • Request payment of royalties generated by User Content.

 

  • Administer and manage related rights.

 

However, we reserve the right to include new features or remove any existing features from the Service and to change the features, design, appearance or presentation of the Platform and the Service, in which case, if you are dissatisfied with the resulting Platform, you may terminate the relationship with the terms described in this document.

 

Furthermore, from now on you agree to have all the necessary rights to exploit your Content through the platform and, therefore, to grant us the administration of your Content per the terms described in Section 6. This right and permission is granted exclusively for those Digital Music Services in which you choose to make your Content available through our services; this means that if you use the Service to make your Content available on a specific Digital Music Service, you may not make the same Content available on the same Digital Music Service using a service other than our Service and Platform.

 

 

 

  1. WHAT YOU CAN AND CAN’T DO

 

By registering and uploading your Content to the Platform, you accept the following obligations:

 

  • You must use the Platform diligently and upload information and Content whose rights belong to you or for whose commercial exploitation you are authorized by the owner of these rights.

 

  • You must provide all information requested by us while using the Service.

 

  • You must inform us of any activity that is incompatible with these Terms of Use.

 

  • You must indicate through the Platform if your material contains “explicit” content. The term “explicit” refers to Content that evokes sexual, racist, violent or other connotations.

 

  • You must not engage in any illegal activities through the Platform or Services, or take any action that may harm any party, including us.

 

You agree to use the Platform diligently and, therefore:

 

  • Do not grant access to the Platform to any third party.

 

  • Do not access the Platform’s source code.

 

  • Do not use the information, rules or instructions contained in the Platform for purposes other than those set out in these Terms of Use.

 

  • Do not disclose to third parties the information obtained through the Platform.

 

  • Do not allow public use or access to the Platform.

 

  • Do not use the Platform to upload Content that you do not own or for which you do not have an explicit license to commercially exploit.

 

  • Do not reproduce the Platform, in whole or in part, for any purpose.

 

  • Do not copy and/or distribute the Platform, in whole or in part, in any way.

 

  • Do not create any form of middleman portal or “mirror” of the Platform on any other server, wireless device or resource on the Internet.

 

  • Do not transfer the Platform to third parties.

 

  • Do not cede, sell, resell, rent, lease, grant, sublicense, subcontract or otherwise transfer the Platform and/or the Service to any third party, nor authorize or appoint a third party to do so.

 

  • Do not modify the Platform or provide any person with the means to do so unless expressly permitted. This includes any derivative works and translating, disassembling, recompiling, altering, destroying or reverse engineering the Platform or attempting to do so. Do not circumvent the technological protection measures incorporated in the Platform.

 

In general, you agree to use the Platform in a lawful and diligent manner, and you will not do anything prohibited in these Terms of Use. You shall be liable to us in respect of any breach of these Terms of Use, as described in Section 9.

 

 

 

  1. UPLOADING AND STORING YOUR CONTENT.

 

After registration, you can upload your Content (including sound recordings and audiovisual works, photographs, images and related content) to your personal account, for subsequent Digital Distribution.

 

You may only upload Content to the Platform that you own or for whose commercial exploitation you have written permission from the rights holders, and you may not upload any Content for which the rights are held by third parties. We may ask you at any time to provide us with all necessary documents, contracts and registration certificates to confirm that you own the rights to your Content (in principle this will not be necessary) and we may also remove any of your Content from the Platform if we are convinced that it does not legally belong to you.

 

As specified above, you may not, under any circumstances, upload or post Content that is threatening, illegal, confidential, defamatory, harassing, obscene, indecent, or fraudulent, that infringes privacy rights, incites hatred, or includes text of a racist, sexist, or other nature, that opposes, impedes, or limits any individual in any way, or that exposes us or any third party to any harm and/or liability of any kind.

 

You may not upload any private or false information of any third party, including but not limited to mailing addresses, email addresses and phone numbers.

 

You are not allowed to upload content that may infringe copyright law or the ownership of third party trademarks.

 

As specified above, you are free to exploit your content, directly or through third parties, with Digital Music Services that are not selected or available on the Platform.

 

We reserve the right to access and analyse all or part of your Content to ensure compliance with the law and these terms of use. We also reserve the right to delete uploaded files, data or information if we believe that they do not comply with these Terms of Use, or if we believe that they are not suitable or appropriate for the Platform or the Service.

 

Finally, for clarification purposes, these Terms of Use do not establish any obligation to upload a minimum amount of content.

 

 

 

5 COLLECTION OF EARNINGS

 

At Beatclap, we do not add any additional cost and we assume all the expenses of reviewing, uploading, broadcasting, promotion, positioning, storage, hosting and any other cost generated by the distribution of your music.

 

You will receive 80.00% of the net profits (deducting expenses and taxes) that we will receive from the Digital Music Services for the exploitation of your content.

 

We will provide you with the corresponding invoices and receipts, including mandatory taxes, in accordance with applicable regulations.

 

The sales commission percentage and the payment threshold are available on the Platform, in the “My Account” section.

 

All payments and associated claims: (I) will be made through the corresponding “Collect” section of the Platform; (II) will be made in the currency we indicate; and (III) will be paid through PayPal or by bank transfer to the account you indicate. If any authority imposes a tax, lien or levy on you, you agree to pay that amount or to provide us with the documentation necessary to verify an exemption.

 

Payment for sales generated under these Terms of Use will be made on a semi-annual basis, provided that the corresponding amount exceeds the minimum payment threshold for the requested payment.

 

However, you authorize us to withhold any payment for an additional period of twenty-four (24) months if such payment contains income that is wholly or partially generated by fraud or in violation of these Terms of Use or the Anti-Fraud Policy. Any payment you receive from us will be subject to all applicable taxes (including VAT, withheld taxes, etc.).

 

Payment of an invoice shall not prevent us from later disputing the amounts billed in accordance with the rights contained herein. We may recover amounts you owe us by withholding any future payment due and by notifying you of such action.

 

If a Digital Music Service deducts any amount relating to any past contingency, overpayment or commission in connection with your Content, or an investigation by us reasonably demonstrates that any of your earnings for any prior month should have been less, 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, which you acknowledge and agree to.

 

Therefore, you expressly and irrevocably authorize us to collect all revenues from the exploitation of your Content through the Platform, including, but not limited to, copyright, performance and recording rights, rights relating to the phonographic producer, any taxes established by law for private copies, or for any other concept, without limitation. For this purpose, we may ask you to sign a specific authorization letter requested by the relevant performing rights organization, which you agree to provide us with as soon as you are requested to do so.

 

Through the platform, the User may collect the royalties generated during the 6-month periods indicated by Beatclap. If the amount of royalties generated is not more than 25€, it cannot be collected, and will roll-over to the subsequent collection period.

 

We will provide you with the corresponding invoices and receipts, including mandatory taxes, in accordance with applicable regulations.

 

We reserve the right to change the price of the service, the percentage of the sales commission or the minimum payment threshold in the future, in which case the new terms will be notified to you no less than thirty (30) days prior to the effective date and will be applicable to future earnings.

 

 

 

6 DURATION AND TERMINATION OF THE CONTRACT

 

The duration of our contractual relationship is undetermined. It will begin when you register on the Platform and under the explicit acceptance of these Terms of Use, and both you and we may choose to terminate the service at any time by giving notice, in accordance with these Terms of Use, of 30 days from the date of the notice of expiry/termination.

 

Before requesting termination, you must remove the Content of the DMS using the “Remove” functionality that is available within the Platform. In addition, in the event of termination, you authorize us to suspend your account, block access to it and delete all files and information uploaded to the Platform. Termination will not affect the parties’ rights and obligations accrued up to the date of termination.

 

Additionally, we can terminate our relationship and the Service, provided the following:

 

  • In the event of a breach of any term or condition set out by us (here or in any other document you have accepted), such breach not being remedied within five (5) days from the date of our notification.

 

  • You become the subject of any legal proceeding relating to your liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within sixty (60) calendar days.

 

  • You infringe our Intellectual Property Rights.

 

  • You violate our Anti-Fraud Policy.

 

  • You commit any illegal activity using the platform or the Service.

 

We shall not be liable to you for any damages of any kind whatsoever due to the termination of our relationship in accordance with these Terms of Use. Our respective rights and obligations contained in sections that by their nature are intended to remain in effect, will remain in effect beyond the termination of this relationship.

 

Regardless of the termination of the service, you and we agree to maintain in effect the contracts signed by us with third parties prior to receiving notice of termination, if the contracts with such third parties remain in effect.

 

 

 

7 INTELLECTUAL PROPERTY RIGHTS

 

Nothing contained in this document shall be construed as conferring any right of ownership in the Platform or any part thereof; therefore, we do not grant you by these Terms of Use the right to exploit our intellectual property rights (including, but not limited to, copyrights, patents, trademarks, trade secrets, confidential and proprietary information). All of these rights are expressly reserved by us and, as a result, we will retain all proprietary rights over the Platform, our trademarks, technology, etc., together with all copies of all or part of them.

 

When you upload any of your Content to our servers through the Platform, you recognize the following:

 

  • That we are authorized to manage, directly or through third parties, your content (including recordings, videos, compositions, covers, etc.) through Digital Music Services, worldwide and for the duration of our relationship.

 

  • That you own and/or control all rights in and in reference to your content and/or have the right and legal capacity to upload your content and exploit it commercially.

 

  • That your content does not infringe the copyright or any other rights of third parties.

 

  • That we are authorized for the duration of this contract to grant synchronisation licenses for your Content to third parties worldwide.

 

If any of your Content uses a so-called “copyleft license” and that content was created or developed by a person (including artists and producers) who is not associated with any rights management society (such as, but not limited to, SACEM in France, MCPS in the UK, SGAE in Spain, GEMA in Germany, etc.) in any country in the world, you authorise us to claim on your behalf, where applicable, from the rights management society of each country, any royalties, liens, fees, etc. paid by the Digital Music Services in respect of such content.

 

You must indicate through the Platform the name of the record label (associated with the phonographic producer, who in turn is associated with any Collective Management Society (CMO), such as SCPP in France, PPL in the United Kingdom, AGEDI in Spain, CAPIF in Argentina, etc.) for each release or phonogram you intend to distribute in any country in the world using the Platform. On the other hand, if any of your Content is distributed using any “Public Label Name” available on the Platform, you accept, in accordance with the stipulations:

 

  • That you authorise and facilitate the transmission by you and the acquisition by us of the following rights: copyrights and public communication rights of the Contents (sound recordings or music videos) distributed using the Platform.

 

  • That you authorise us to claim on your behalf, where appropriate, before the Collective Management Society (CMO) of each country, any rights, liens, obligations, etc. which they have collected in respect of such content.

 

 

 

8 IMAGE RIGHTS (MODEL RELEASE)

 

The User grants to the Platform his or her image rights, expressly authorizing the capture, reproduction and dissemination of images and videos about him or her that the User provides to the Platform. The User affirms that he or she holds the copyright of the images and videos uploaded to the platform.

 

The User only authorises the use — capture, reproduction and dissemination — of the mentioned images, or parts of them, within the limits established in this clause.

 

The User authorises the reproduction and dissemination of the mentioned images, or parts of them, only for the following uses or purposes:

 

  • The Platform’s Website and Social Networks

 

  • Digital platforms (audio and video) with which the Platform does business.

 

The parties agree that this assignment is made free of charge. The User does not receive any compensation in return for granting his or her image rights to the platform. Furthermore, the User may not request compensation in the future in exchange for the use by the Platform, within the terms of this contract, of the images mentioned.

 

 

 

9 FRAUD

 

We work very hard and invest large amounts of resources to avoid automatic and fraudulent uses of our Service. For this reason, we have created a specific anti-fraud policy, which is available in the “Legal” section of your account. When you accept these Terms of Use, you also acknowledge and agree to our anti-fraud policy and therefore agree, among other commitments, that you will not authorize any third party to directly or indirectly generate fraudulent or invalid automatic play actions, especially on the Digital Music Services.

 

In this anti-fraud policy, we have implemented a 3-Strikes policy; therefore, please read the policy carefully, as we will be very strict in applying it.

 

 

 

10 PRIVACY

 

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 also acknowledge and agree to our Privacy Policy, which is available in the “Legal” section of your account.

 

 

 

11 Social Media Connections

 

The User, if he or she so wishes and without any obligation, may facilitate the connection of his or her social networks to the Platform through the section “Beatclap for Artist” and may log in using through these social networks, both on to the Platform and on to the Platform’s commercial partners’ web sites.

 

This information is private, and under no circumstances may the platform provide your connection details to third parties nor publish, comment or share on behalf of the User.

 

 

 

12 WARRANTY, LIMITATION OF LIABILITY

 

We cannot guarantee that the Platform and Service will meet your expectations. Except as expressly provided in these Terms of Use, we provide the services and the Platform “as is” and without warranty.

 

We disclaim all other warranties, express or implied, including warranties of non-infringement, merchantability and suitability for a particular purpose.

 

The platform cannot be tested in all possible operating environments, therefore, we do not guarantee that the functions contained in the platform will meet your requirements, that the operation of the platform will not be interrupted or that the platform is error-free. Except as set out herein and to the extent permitted by law, all other warranties, expressed or implied, statutory or otherwise, including also guarantees of merchantability, quality and suitability for a particular purpose, are disclaimed by us.

 

Neither we nor any of our third party providers or partners shall be liable for any damage or loss, whether indirect, special, incidental or consequential, or for lost profits, contracts, loss of data or programs, or the cost of recovering such data, nor for the incorrect or faulty performance of its contents.

 

You will assume all responsibility and defend, indemnify and hold us and third parties — if there were any — harmless for the use of the Platform and the Service.

 

We will not be responsible for any loss, whether arising directly or indirectly from: (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) income, (f) anticipated savings, (g) business or opportunity or (h) any other economic loss; nor any loss or damage, whether indirect, consequential or incidental of any nature whatsoever, whether arising from breach of contract, warranty, contractual liability, strict liability, negligence or otherwise, whether advised of the possibility of such loss or damage, or whether such loss or damage could reasonably have been foreseen.

 

We respect the rights of others (including copyright, image and personality rights, etc.) and expect our Users to do the same. In accordance with the European Directives on the liability of internet service providers, we will respond promptly to remove or disable access to material uploaded by Users of the Platform and/or Service that is said to infringe the rights of third parties.

 

 

 

MISCELLANEOUS

 

  • Non-transferability: you may not assign your account or any interest in it to any third party (including companies you have a relationship with), without our prior written consent.

 

  • Severability: If any provision of this agreement is determined to be invalid or unenforceable, said provision shall be enforced to the maximum extent permissible, and the other provisions of this agreement shall remain in full force and effect.

 

  • Promotion: We are not obligated to conduct any online promotion and/or marketing of your content under these Terms of Use. However, we may offer promotional services that you can purchase separately.

 

  • Notifications: Any notices that you or we may need to exchange regarding the development and performance of these Terms of Use, of any kind, will be made by email to the addresses indicated in your Platform account and, if directed to us, may be effected by any of the following means:

 

Mailing address:

 

Beatclap, S.L.

B01716257

Calle Chiquinquirá 46, bajo 1 posterior

28033 Madrid

Email: info@beatclap.com

 

  • Amendments: We may amend from time to time these Terms of Use, the Anti-Fraud policy, the Privacy Policy or any other legal document, in which case the new terms will replace previous versions. We will notify you no less than ten (10) days before the effective date of any such amendment, and your continued use of the Service and/or Platform after the effective date of any such amendment will be deemed by us to be your consent to any such amendment. Our failure to enforce at any time any provision of these Terms of Use, the Anti-Fraud Policy or any other legal document does not constitute a waiver of that provision nor of any other provision of our Terms of Use.

 

  • Confidentiality: Should we provide you with any information (including, but not limited to, Platform statistics, KPIs, marketing material, etc.), you agree to treat such information as confidential, and under no circumstances shall it be (either for your benefit or for any third party) disclosed, transmitted or made public by you without our prior written consent.

 

  • Laws and jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Spain. Any dispute, controversy or claim arising out of or relating to this Agreement and any subsequent amendments thereto including, without limitation, its formation, validity, binding effect, interpretation, execution, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of a single arbitrator. The place of arbitration shall be Madrid, Spain. The language to be used in the arbitration proceedings shall be Spanish. However, if local regulations establish any kind of limitation depending on the nature of the User, any claim or demand between the parties will be resolved by the Courts of the Community of Madrid (Spain).