Hello, welcome to Ledo's music distribution service (“Distribution Service”)!
Please read the following terms of conditions carefully. These terms and conditions (the “Distribution Terms”) govern your usage of Ledo's Distribution Service. Throughout these Distribution Terms, “us” “our”, “we” and “Ledo” refers to Ledo Music B.V.; and “you” or “your” refers to you.
Ledo's Distribution Service is a digital service provided to you by Ledo Music B.V., a Dutch company with its office at Koninginneweg 9 in Hilversum, The Netherlands and with Chamber of Commerce registration number 76130975.
Ledo's Distribution Service allows registered users (“Creators”) who create and own their own musical content to allow and grant us the license and right to digitally distribute, monetize and promote their musical content on music services and social media platforms as well as through Ledo's Free Music Library and Collab House.
Capitalized terms used but not defined in these Distribution Terms will have the meaning(s) ascribed thereto in the General Terms and Conditions.
SUMMARY OF KEY TERMS
Please find here below a summary of the key terms to which you are agreeing when accessing and/or using the Distribution Service. The Distribution Terms consist of the following paragraphs:
1. Acceptance of and Changes to the Distribution Terms
This paragraph describes how you accept the Distribution Terms and agree to be bound by them and how we may make and inform you of any changes we make to the Distribution Terms or Service, including the following:
if you use the Distribution Service on behalf of a group, band, company or other entity, you agree to the Distribution Terms on behalf of that group, band, company or other entity;
you need to be at least 18 years to use the Distribution Service.
2. Description of the Distribution Service
This paragraph provides a general description of the Distribution Service and its various features.
3. Your Music Content Requirements
This paragraph explains the requirements your tracks must meet before you can distribute them through the Distribution Service, including the following:
you must own, control and/or have obtained all required rights into the sound recording on an exclusive basis worldwide;
you must own, control and/or have obtained all required rights into the underlying musical and literary compositions worldwide.
4. Distribution of Your Music Content to Music Services
This paragraph explains how we distribute your tracks to Music Services and how your tracks may (or may not) be used by Music Services, including the following:
you cannot exclude territories or Music Services from distribution;
we have the right to distribute each track provided by you for a minimum term of two (2) years, during which you cannot takedown or remove the track from distribution;
we are not responsible for what Music Services do with or how they offer your tracks to their users.
5. Rights Granted by You in Relation to Your Music Content
This paragraph explains what rights you are granting to us in relation to the tracks you distribute through the Distribution Service, including the following rights:
any and all rights necessary for us to distribute and exploit the sound recordings, including underlying composition(s), you upload on Music Services for a minimum term of two (2) years and on an exclusive, worldwide and sublicensable basis;
you will at all times retain complete ownership of all your content.
6. Inclusion of Your Music Content in the Free Music Library
This paragraph explains how you can include your tracks in Ledo's Free Music Library and set Permitted Use Types, including the following:
you can select what track(s) you wish to include in the Free Music Library and for what types of use (“Permitted Use Types”);
if you include your track(s) in the Free Music Library, you grant to us the following rights during the Term worldwide: a) the right to stream your track(s)on our website; b) the right to provide Creators non-exclusive, perpetual, worldwide and royalty-free licenses to use and synchronize your track(s), including underlying composition(s), in content of the Permitted Use Types set by you; and c) the right to provide a download of your track(s) to Creators who have obtained a Free Music Library license to use your track(s);
Removing your track from the Free Music Library and making any changes to the Permitted Use Type settings does not affect the terms and validity of any Free Music Library licenses granted prior to removal of that track from the Free Music Library or the moment any changes were made to the Permitted Use Type settings.
7. Promoting Your Music Content Through Collaborations
This paragraph explains what rights you are granting to us and your Collaborator when you enter into a Collaboration through the Collab House, including the right to provide your Collaborator with a download of the track and to grant your Collaborator a non-exclusive, perpetual, worldwide license to use and synchronize the track in the agreed social media posts.
8. Your Obligations
This paragraph explains your obligations when using the Distribution Service, including the following:
you are responsible for all licenses, rights, permissions and clearances needed to distribute your tracks, including underlying composition(s), through the Distribution Service and include them in the Free Music Library;
by uploading and/or making available your track(s) through the Distribution Service and in the Free Music Library, you warrant that you own, control or have obtained all such rights and licenses;
you are solely responsible for all royalty payments to other royalty participants and all music publishing clearances, payments and royalties.
9. Royalty Accounting and Payment
This paragraph explains how we will account and pay royalties to you, including the following:
during the Introductory Trial we will pay to you 100% of the royalties we collect for your tracks after deducting the permitted costs;
we account and pay royalties due to you on a monthly basis;
we will issue self-billed invoices on your behalf and you agree to accept these.
10. Receiving and Allocating Royalty Splits
This paragraph explains how you can allocate, change and receive Royalty Splits.
11. Prohibited Use
This paragraph explains what use of and activities on the Distribution Service are prohibited, especially you may not upload any material that infringes rights of third parties or that may be unlawful, harmful, hateful, threatening, defamatory or otherwise objectionable. Please make sure to read this paragraph carefully and to refrain from such use and activities.
12. Reserved Rights
This paragraph explains what rights we reserve in relation to the tracks you distribute through the Distribution Service, your User Account and Team Profile(s).
13. Your Warranties and Representations; Indemnity
This paragraph contains important guarantees on your part in relation to the tracks you distribute through to the Distribution Service, including the guarantee that you own, control or have obtained all rights required to distribute the track(s), including underlying compositions(s), you upload to and include in the Distribution Service and the Free Music Library. It further explains that you are responsible for any damage caused by your use of the Distribution Service and relating to any dispute between you and your collaborator or between members of a Team.
14. No Warranties; Limitation of Liability
This paragraph explains that the Distribution Service is provided as is and that we cannot guarantee that the Distribution Service is always available or meeting your requirements. It also discusses matters for which we cannot be held liable.
15. Personal Data
16. Covenant Not to Sue
This paragraph contains an important commitment and guarantee on your part that you will not be involved in or assert any copyright infringement claim in connection with our or any Music Service's use of your tracks, or against any user of a social media or user generated content platform who has used and/or synchronized your track(s) in content uploaded by them.
17. Term and Termination
This paragraph describes how and when we or you can terminate your usage of the Distribution Service and remove your tracks from distribution or the Music Services and what happens after such termination. It also explains that you grant us the exclusive right to distribute each of your tracks to the Music Services for a minimum period of 2 years from the day you publish the track through Ledo.
This paragraph contains standard legal provisions, including the provision that the Distribution Terms and Service are governed by and subject to the laws of The Netherlands.
The summary above is provided for your convenience only. It is not a substitute for reading the entire Distribution Terms. Please carefully review the Distribution Terms below.
PLEASE NOTE: ACCESS TO MINIMUM VIABLE PRODUCT
We will use best efforts to provide to you a good experience while using the digital Distribution Service, but you understand and agree that you will have access to and use the first version of the Distribution Service (the so-called ‘minimum viable product’) which is being made available to you for the purpose of testing and collecting feedback from early users (including you) to optimize the functionalities and user experience of the Distribution Service. Therefore, we cannot guarantee that the functionalities of the Distribution Service and your user experience are optimal. You understand that the Distribution Service is provided to you “as is” and “as available” and we make no guarantees as to the condition, quality or performance of the Distribution Service.
PLEASE NOTE: FREE INTRODUCTORY TRIAL
By way of a free introductory trial (“Introductory Trial”), participation in the Distribution Service is currently offered to you free of charge and you will receive hundred percent (100%) of the royalties earned in connection with any music content you distribute through the Distribution Service during this Introductory Trial. The Introductory Trial will continue until at least six (6) months after the Ledo Services are globally launched. After the end of the Introductory Trial, we reserve the right to start charging you and/or to retain a certain percentage of the royalties you earn through the Distribution Service upon reasonable advance notice to you after which you will have the opportunity to approve such new terms or to stop using our Distribution Service in case you do not agree with such changes.
If you have any feedback or suggestions with regards to your experience with the Distribution Service, we would be happy to hear from you. You can contact us by emailing firstname.lastname@example.org.
1. ACCEPTANCE OF AND CHANGES TO THE DISTRIBUTION TERMS
If you do not agree to or cannot comply with one or more of the terms therein, you should not use the Distribution Service. By clicking that you agree to the Distribution Terms or using the Distribution Service, you acknowledge that you have read, understood and accepted these Distribution Terms and agree to be bound by them.If you use or access the Distribution Service as an authorized representative for an artist, group or band or of a company, organization, or other entity, then “you” includes you and that artist, group, band, company, organization or other entity, and you represent and warrant that you are authorized to grant all permissions and licenses provided in these Distribution Terms and bind that artist, group, band, company, organization or other entity to these Distribution Terms, and that you agree to these Distribution Terms on that artist, group, band, company, organization or other entity's behalf. In case you represent any artist, band, group or company you shall be bound to the applicable local civil laws of legal representation, in which case you indemnify us against any claims or damages arising out of any conflict with the persons or parties you represent(ed).We reserve the right, in our sole discretion, to change any of the terms and conditions in these Distribution Terms or change, suspend, or discontinue the Distribution Service, including the availability of any feature or content, at any time. Specifically, we reserve the right to change the financial terms and pricing, including but not limited to, the right to start charging you for your usage of the Distribution Service For every such material change in the terms and conditions, including any changes to the financial terms and pricing, we shall notify you upfront, including, for example, by displaying a message within the Ledo Services or by sending you a message and/or email to your User Account and/or registered email address and you shall have the option to accept the new terms and conditions or discontinue the usage of the Distribution Service. By continuing to use or access the Distribution Service after we make any such changes, you agree to be legally bound by the revised Distribution Terms. You are not required to continue to use the Distribution Service after such notice, but if you do not terminate your usage of the Distribution Service in the manner and within the period specified in the notice and you continue to use the Distribution Service after the end of said period, you are deemed to have accepted the revised Distribution Terms.
2. DESCRIPTION OF THE DISTRIBUTION SERVICE
Ledo's Distribution Service includes the following (digital only) services in relation to the sound recordings (including underlying musical and literary compositions) together with any related Metadata and Other Materials that you upload, store, distribute, submit, publish or make available to or via the Distribution Service (“Your Music Content”) in respect of which you hereby grant Ledo the exclusive worldwide right during the Term, to : i) digital distribution, monetization and exploitation of Your Music Content on digital third party B2C and B2B digital music-, lifestyle-, social media- and/or entertainment platforms of Ledo's choice (which currently are shown here), whether existing or to be developed in the future, including but not limited to: streaming services, music download portals, social media platforms, mobile music and video platforms, digital (and terrestrial) radio stations, digital (and terrestrial) television, mobile networks, music metadata processing companies, audio fingerprinting and monitoring companies and companies otherwise exploiting music and videos as part of their services, including our Free Music Library, as available to you through the Distribution Service (collectively referred to as “Music Services”); ii) the ability to offer free limited digital synchronization licenses to Your Music Content to other Creators and Teams via the Free Music Library; iii) receiving royalties on your behalf, paying your royalties due to you and providing accounting statements to you in connection with the distribution of Your Music Content through the Distribution Service, including the ability to allocate and/or share a portion of such royalties as agreed by you (“Royalty Split”) with other Team(s), your own Team members and/or your Collaborators; and iv) accessing and using the digital marketplace features of the Collab House so you are enabled to search, propose, commission, negotiate and enter into Collaborations with other Creators (i.e. influencers and other content creators) to obtain extra promotion for Your Music Content through social media as further described in section 6 of the General Terms and Conditions (collectively the “Distribution Service”).
3. YOUR MUSIC CONTENT REQUIREMENTS
To be eligible to participate in the Distribution Service you must own and/or control all required rights into Your Music Content worldwide on an exclusive basis. You warrant and guarantee that you will only make available Your Music Content through the Distribution Service if you own and/or control and/or administer any and all rights into the sound recording(s) as well as the underlying musical and literary composition(s). The warranties of the General Terms and Conditions applicable between you and Ledo apply on your Music Content delivery to us in which it is agreed you will be fully liable for any damages and claims of third parties and you shall fully indemnify Ledo against any of such claims.Your Music Content must be provided to us as sound recordings in a single-track configuration. We do not (yet) distribute sound recordings in EP or album configuration. We do not accept or distribute ringtones, videos, audio books, spoken-word records, digital booklets, or other types of content.Your Music Content must be cleared for worldwide usage and you cannot exclude certain territories from distribution.When you submit Your Music Content for distribution, you must provide Your Music Content in the requested format together with the artwork, Metadata and any Other Materials as requested during the submission process. “Metadata” means any information, including but not limited to artists' names, publisher, composers, authors and performers information, track title, track length, genre information and ISRC and UPC codes, you are requested to provide relating to Your Music Content during the submission process. “Other Materials” means any promotional or other materials that you upload or otherwise provide to us in relation to Your Music Content, including but not limited to any audio and audio-visual clips, artwork, image files, photographs, biographies and likenesses, as well as any trademarks and logos.You are required to indicate if Your Music Content contains explicit content to allow Music Services to tag it accordingly.We may allocate the required ISRC and EAN or UPC codes for each item of Your Music Content you distribute through the Distribution Service and we retain ownership over any and all ISRC, EAN or UPC codes allocated by us.When you upload Your Music Content to the Distribution service, only you as uploader (and none of the other members of the relevant Team) will have the ability to publish and submit it for distribution to Music Services and to subsequently allocate, amend and stop any Royalty Splits allocated for such items of Your Music Content to other Teams and Team members. Your Team members do have the ability to include and remove Your Music Content in and from the Free Music Library and to change the Permitted Use Type settings for Your Music Content.
4. DISTRIBUTION OF YOUR MUSIC CONTENT TO MUSIC SERVICES
We will always make a reasonable effort to ensure that the digital Distribution Service is available. Should the Distribution Service be interrupted in any way, we will make a reasonable effort to correct the interruptions without delay. We are, however, not liable for any errors, delays or interruptions that might occur.Provided that Your Music Content meets the requirements of these Distribution Terms and any Ledo Documentation, we shall endeavor to distribute Your Music Content as designated by you to the Music Services as soon as possible.We will distribute Your Music Content to all Music Services available to you as part of the Distribution Service on a worldwide basis (“Territory”) and you cannot exclude certain Music Services or territories from distribution. An overview of the Music Services available through the Distribution Service can be found on our website.When you submit and deliver any of Your Music Content through the Distribution Service, we have the exclusive right to distribute each item of Your Music Content to Music Services during the Term as defined in section 17a) below.You cannot takedown or remove Your Music Content from distribution through the Distribution Service during the Term. However, only in the event we are summoned in writing by the rights holder of any item belonging to Your Music Content, that has a legitimate claim that you have infringed upon its rights, to have us delete that particular part of Your Music Content. You will not be able to grant any third party any rights during the Term - by way of a transfer or a license of rights - to any part of Your Music Content you have granted to us. Ledo shall at all times continue the Distribution Service with Your Music Content even if such third party claims to be your licensee or new rights holder, as any such license- or transfer agreement should respect your earlier agreement with us and license to us. Should you license or transfer Your Music Content to any third party, without mentioning Ledo's existing rights, you will be in breach of your agreement with us and possibly with such third party. A takedown request can be sent to: email@example.com. For the avoidance of doubt, removing Your Music Content from distribution through the Distribution Service during the Term constitutes a material breach by you of these Distribution Terms and you are liable for all of Ledo's costs and damages in this respect.You understand that, whilst Ledo shall offer Your Music Content to all of the Music Services it has a contractual relation with, each specific Music Services provider has the right to select in their own discretion if, when and to what extent they exploit and make available Your Music Content to their users. We do not guarantee or control that Your Music Content will be accepted or exploited by all Music Services or taken down immediately, or if and/or how long it will take for Music Services to process, ingest and make Your Music Content available to their users. Each Music Service will determine its pricing to its users, as well as format or media and other terms on which it offers content (including Your Music Content) to its users, in its discretion and according to its business model and their user agreements. We are not responsible for what Music Services do with or how they offer Your Music Content, and you agree to accept and have Your Music Content made available by Music Services to their users in accordance with each Music Service's pricing structure and other practices and policies from time to time, and in accordance with their agreement with Ledo. By distributing Your Music Content to a Music Service via the Distribution Service you warrant to us that you have read, understand, and agree to be bound by all of the terms and conditions of that Music Service, and that you and Your Music Content will comply fully with those terms and conditions at all times.If our agreement with any Music Service expires or terminates, or if a Music Service ceases to operate entirely or in a particular territory, then Your Music Content will no longer be available through that Music Service and/or in that particular territory. We will endeavor to notify you whenever such changes occur.We may use third party contractors to operate or facilitate all or any part of the Distribution Service.
5. RIGHTS GRANTED BY YOU IN RELATION TO YOUR MUSIC CONTENT
In order to digitally distribute and exploit Your Music Content to and on Music Services via the Distribution Service, you grant to us, on an exclusive, worldwide and sublicensable basis, any and all rights necessary for us to distribute and exploit Your Music Content on Music Services during the Term and in the worldwide Territory, including without limitation, rights to and to authorize Music Services and/or third parties to: i) create digital master files and reproduce, convert, adapt, encode and transcribe Your Music Content and to edit and/or adapt Metadata and Other Materials where necessary; ii) ingest and deliver Your Music Content and store it in digital form on storage servers; iii) supply, stream, perform, communicate to the public, make available, display, synchronize, distribute, reproduce, compile, create and otherwise exploit Your Music Content on or in connection with the Music Services and/or their users, including the right to promote and advertise Your Music Content on the Ledo Services, and to and on Music Services and their (potential) users; iv) allow, create and exploit derivative works using Your Music Content; v) create, reproduce, publicly perform and make available preview clips of Your Music Content; vi) receive and distribute payments and royalties in relation to any and all income related to the exploitation, performance and/or other usages of Your Music Content on Music Services; and vii) create specific ID files and unique identifiers, including through fingerprinting, to identify Your Music Content on Music Services and/or on our or Music Services' servers.For the avoidance of doubt, the rights you grant to Ledo in the foregoing section are granted on an exclusive basis only with respect to Your Music Content you designated for distribution via the digital Distribution Service and only in relation to the Music Services available to you as part of the Distribution Service.In addition to the above, you also grant to us a non-exclusive, royalty-free license to use and to authorize Music Services to use any Other Materials and Metadata in advertising, marketing and promotional materials during the Term and in the Territory.You shall at all times retain complete ownership of Your Music Content and the above grants of rights do not constitute a transfer of ownership.You hereby expressly agree that we shall have the right to provide information relative to the performance of Your Music Content hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.
6. INCLUSION OF YOUR MUSIC CONTENT IN THE FREE MUSIC LIBRARY
You have the option to include all or a selection of Your Music Content in our Free Music Library to allow other Creators and Teams to: i) discover and stream Your Music Content via the Free Music Library; and ii) subject to accepting the Free Music Library License Agreement to: (a) obtain via the Free Music Library non-exclusive, perpetual and worldwide royalty-free synchronization licenses to use and include Your Music Content (or any part thereof) in audio and/or audio-visual content of the permitted use types indicated by you when making available such item of Your Music Content in the Free Music Library (“Permitted Use Types”); and (b) obtain a permanent digital download of the selected item of Your Music Content in connection with any Free Music Library License granted to such Creator or Team.Through your Team Profile you and your Team members have the ability to select what items of Your Music Content you and your Team members wish to include in the Free Music Library and for what Permitted Use Types.If you or one of your Team members selects to include any items of Your Music Content in the Free Music Library, you grant to us, in addition to the rights granted in section 5 above, the required rights during the Term and in the Territory to: i) supply, stream, perform, communicate to the public, make available, display, distribute and reproduce the selected items of Your Music Content through or in connection with the Free Music Library; ii) provide Creators and/or Teams, subject to such Creators and/or Teams accepting the Free Music Library License Agreement, non-exclusive, perpetual, worldwide and royalty-free licenses to use and synchronize the selected item of Your Music Content (or any part thereof) in audio and/or audio-visual content of the Permitted Use Types as set by you, published by or on behalf of such Creator(s) and/or Team(s); and iii) provide any Creators and/or Teams that have obtained a Free Music Library License to use a certain item of Your Music Content with a permanent download of such item of Your Music Content through the Free Music Library.After including Your Music Content in the Free Music Library, you and each member of your Team can not withdraw such items from the Free Music Library during the Term. However, you and each member of your Team can at all times change the Permitted Use Types settings. Any changes you or one of your Team members makes to the Permitted Use Type settings takes immediate effect. However, termination of the Term and any changes made to the Permitted Use Type settings during the Term do not affect the terms and validity of any Free Music Library licenses granted to Creator(s) and/or Team(s) in relation to such items of Your Music Content prior to the end of the Term or the moment any changes were made to the Permitted Use Type settings.
7. PROMOTING YOUR MUSIC CONTENT THROUGH COLLABORATIONS
You and your Team members can use the marketplace features of the Collab House to search, propose, commission, negotiate and enter into Collaborations with other Teams to obtain extra promotion for Your Music Content through your Collaborator's social media channels as further described in section 6 of the General Terms and Conditions.When you or your Team members have entered into a Collaboration in connection with a particular item of Your Music Content through our Collab House, you grant to us, in addition to the rights granted above, the following rights in relation to such item of Your Music Content; i) the right to provide your Collaborator with a permanent download of the relevant item of Your Music Content for the sole purpose fulfilling the agreed Collaboration; and ii) the right to grant your Collaborator a non-exclusive, perpetual, worldwide license to use and synchronize the selected item of Your Music Content (or any part thereof) in the agreed number of social media posts and share, post and use those social medial posts on the agreed Collaborator's social media channel(s). For the avoidance of doubt, any such agreement between you and your Collaborator is solely governed by such agreement among these parties to which Ledo shall not be a contractual party. You shall indemnify Ledo at all times for any claims, damages or costs arising out of any dispute between you and your Collaborator(s).
8. YOUR OBLIGATIONS
You are solely responsible for and must own or control or have obtained all necessary rights, licenses, waivers, clearances and permissions throughout the Territory and during the Term for all Your Music Content and Other Materials in order to enable us, the Music Services and any relevant Creator(s) and/o Team(s) to fully utilize and exploit all their rights as contemplated hereunder free of any claims, liens, encumbrances or other restrictions, including without limitation, all rights, licenses, waivers, clearances and permissions necessary for the reproduction, delivery, distribution, transmission, synchronization, communication to the public, making available and public performance of the sound recordings, as well as the musical and literary compositions embodied in Your Music Content ( “Exploitation Rights and Clearances”). Your uploading and/or delivery of Your Music Content through the Distribution Service shall be your unqualified warranty and representation to us that you own or control or you have obtained any and all such rights required and necessary for us, the Music Services and any relevant Creator(s) and/or Team(s) to sell, distribute, publicly perform, synchronize, promote, and otherwise use and/or exploit Your Music Content as contemplated hereunder, including the waiver of all so-called “moral rights”, under the laws of any jurisdiction, on your behalf as well as on behalf of any and all contributors involved in any manner with the creation and delivery of Your Music Content.Without limiting anything in these Distribution Terms, you are solely responsible for and shall timely pay: i) any and all record royalties due to artists, producers and other persons who performed in the making of Your Music Content and other royalty participants; ii) all royalties due to any party as a result of samples (i.e. if you use any portions from other sound recordings) included in Your Music Content; iii) all payments that may be required under collective bargaining agreements applicable to you and your affiliates; and iv) all music publishing licenses and royalties due in connection with all Exploitation Rights and Clearances. You understand and acknowledge that we will not be making any such payments on your behalf or otherwise. If you want to route a percentage of Your Revenue Share (a “Royalty Split”) to another Team (i.e., your featuring artist) and/or one of your Team members (i.e., your manager, producer or a performing artist), you can do so using the Royalty Split functionality available in your Team settings in your User Account.In addition to the above, you shall at all times: i) be solely responsible for the proper and adequate uploading and submission of Your Music Content in accordance with these Distribution Terms and any Ledo Documentation; ii) ensure that correct and complete Metadata (including publisher, author, composer and performer information) is provided; iii) ensure that Your Music Content is technically satisfactory for exploitation on the Music Services; iv) promptly provide us with all information and assistance reasonably required by us to fulfil our obligations hereunder, including in relation to handling any infringement notices, claims and other complaints, and to resolve any operational, legal and/or technical issues relating to Your Music Content and your usage of the Distribution Service; v) fulfil any obligations directly applicable to you, and; vi) comply with all applicable laws, governmental regulations and requirements relating to the distribution, exploitation and/or marketing of Your Music Content and your usage of the Distribution Service.
9. ROYALTY ACCOUNTING AND PAYMENT
For any of Your Music Content distributed by you through the Distribution Service during the Introductory Trial you will receive one hundred percent (100%) of any and all royalties actually received by us in connection with the exploitation of such items of Your Music Content through the Distribution Service less VAT or any similar taxes, third parties' commissions and costs as well as any payment, currency exchange and banking fees charged by the pay-out service and method (“Your Revenue Share”). The Introductory Trial will continue until at least six (6) months after the Ledo Services have been globally launched. After the end of the Introductory Trial, we reserve the right to start charging you and/or to retain a certain percentage of the royalties you earn in connection with the distribution of Your Music Content through the Distribution Service upon reasonable advance notice to you after which you will have the opportunity to stop using our Distribution Service in case you do not agree with such changes.You can select whether Your Revenue Share should be paid out on Team level or to the individual members of the relevant Team in accordance with the Royalty Splits allocated to such individual Team members.Within one (1) month from the end of each calendar month during the Term, we will make available to you through your User Account an accounting statement indicating the amount of Your Revenue Share due for the previous month together with a self-billed invoice for the amount of Your Revenue Share shown to be due to you.We will endeavor to process Your Revenue Share for payment within seven (7) business days from the date of the relevant accounting statement and self-billed invoice. Payment will be issued to the bank account provided by you through your User Account.For each item of Your Music Content that you distributed through the Distribution Service you shall be responsible for paying any other royalty participant. We will only issue payments to the person who uploaded and provided us with the relevant item of Music Content, and/or to any other Team(s) or/and Team member(s) you have specified using the Royalty Split functionality available to you as part of your User Account as further described in section 10 below.We are not obliged to make any payments to you (and to any Team(s) or/and Team member(s) to whom you allocated a Royalty Split) if the total amount due is less than ten Euro (€10 EUR). Royalty earnings are accumulated and will be carried over until the total reaches this payment threshold of ten Euro (€10 EUR).All amounts payable hereunder will be computed and determined in Euros. We may compute currency conversions using conversion rates published by third parties.Our obligation to remit any amount due to you (and to Team(s) or/and Team member(s) to whom you allocated a Royalty Split) is always subject to us having actually received the relevant payment from the Music Services in our bank account in The Netherlands. We shall be entitled to rely on the payments and accountings received from Music Services and we have no obligation to independently review or confirm such payments or accountings. We assume no liability regarding payments and/or accountings from Music Services.We shall be authorized to issue self-billed invoices on your behalf showing your name or company name (where applicable), address and VAT registration number (where applicable), as well as any other relevant details and you hereby agree to accept such invoices raised by us. You are responsible for indicating whether you are VAT-liable.It is your responsibility to keep the information in your User Account up to date at all times, including your email address, invoice and bank details. You will be fully liable for – and indemnify us against - any and all claims, costs and damages caused by any incorrect, false or misleading information your User Account.We reserve the right to offset any amount due to or owed by you (and to and by any Team(s) or/and Team member(s) to whom you allocated a Royalty Split) under these Distribution Terms, including in the event of previous overpayment of Your Revenue Share.If we receive a claim or notice or otherwise reasonably suspect that Your Music Content or your use of the Distribution Service breaches any agreement, infringes any third party rights, violates this Distribution Terms, any Ledo Documentation or any law, rule or regulation, or if there is a dispute regarding any of Your Music Content (including without limitation as to ownership or payment of royalties), or that your activities involve misrepresentation, misconduct, deception, fraud, or other inappropriate conduct, then in addition to any other available rights and remedies, we may withhold payment of Your Revenue Share due to you (and to any Team(s) or/and Team member(s) to whom you allocated a Royalty Split) in an amount reasonably attributable, as determined in our sole discretion, to the relevant items of Your Music Content and activity until and unless any and all claims or other conduct are favorably resolved to our reasonable satisfaction, and we may deduct from Your Revenue Share due to you (and to any Team(s) or/and Team member(s) to whom you allocated a Royalty Split) our related reasonable attorneys' fees and legal costs. You (and any Team(s) or/and Team member(s) to whom you allocated a Royalty Split) will forfeit any part of Your Revenue Share that is attributable to your fraud, infringement or other illegal activity.You understand and acknowledge that we may withhold and deduct any taxes such as sales, use, excise, purchase, income, value-added or similar taxes, or other amounts as may be required under applicable laws, from amounts otherwise payable to you (and to any Team(s) or/and Team member(s) to whom you allocated a Royalty Split) hereunder, without liability to you (and to any Team(s) or/and Team member(s) to whom you allocated a Royalty Split), without the obligation to gross-up payments to you (and to any Team(s) or/and Team member(s) to whom you allocated a Royalty Split) or any obligation to indemnify you (and to any Team(s) or/and Team member(s) to whom you allocated a Royalty Split) in respect of such withholdings. Each party is responsible for collecting and remitting any and all applicable taxes due in connection with the sale or license of such party's goods or services to its customers.You remain ultimately responsible at all times for the correct tax processing, tax administration and tax returns in accordance with your local tax laws and regulations.You have the right to appoint a certified public accountant who has signed a confidentiality agreement with respect to our books to audit our books and records to verify the accuracy of any statements, once with respect to any statement, once in each year during the Term, at your expense, during Ledo's normal business hours and on at least thirty (30) days prior written notice. All objections concerning statements and payments hereunder shall be submitted by you to us within one (1) year after the date of issue, after which time all statements shall be deemed fully accepted and any possibility to file any objection shall be deemed waived by you.
10. RECEIVING AND ALLOCATING ROYALTY SPLITS
You have the ability, at your sole discretion, to select to receive Your Revenue Share for each item of Your Music Content on Team level and/or share and split Your Revenue Share for each item of Your Music Content with one or more of your Team member(s) and/or one or more other Team(s), as part of a Collaboration or otherwise, by allocating a certain percentage of Your Revenue Share (a “Royalty Split”) to such Team member(s) and/or Team(s) using the Royalty Split functionality in the section ‘Royalty Splits' on the relevant release detail page in your User Account. Other Team(s) can also allocate a Royalty Split of the royalties they earn in connection with the distribution of certain items of Music Content through the Distribute Service to your Team and your Team can allocate a Royalty Split of the royalties your Team earns in connection with the distribution of certain items of Music Content through the Distribute Service to you.Once you have allocated any Royalty Splits for a particular item of Your Music Content to your Team or to one or more of your Team members and/or other Team(s) you have the ability to subsequently amend or stop such Royalty Splits in the section ‘Royalty Splits' on the release detail page in your User Account. Royalty Splits allocated in connection with a completed Collaboration cannot be edited or stopped prematurely without our approval.Royalty Splits allocated will take effect on royalties reported for the relevant item of Your Music Content from the month following the month in which the Royalty Splits were allocated the latest.Any Royalty Split(s) allocated by you to one or more other Team(s) are calculated and deducted from 100% of Your Revenue Share of the relevant item of Your Music Content after which the remainder of the royalties shall be shared with and allocated to you, your Team and any of your Team members in accordance with the Royalty Splits allocated.For the avoidance of doubt, any such agreement regarding Royalty Splits shall be an agreement between you, a Team member or a Team and shall solely governed by such agreement among these parties to which Ledo shall not be a contractual party. You shall indemnify Ledo at all times for any claims, damages or costs arising out of any dispute between you and a Team member or Team.
11. PROHIBITED USE
You will only use and access the Distribution Service for lawful purposes and you hereby undertake that you will not: i) use the Distribution Service to provide, distribute, publish, provide, store or otherwise make available any material (including Your Music Content) that infringes copyrighted works or otherwise violates rights, including but not limited to intellectual property rights, of any third party; ii) submit, upload or otherwise provide any material, including Your Music Content, which may be unlawful, harmful, hateful, threatening, defamatory, obscene, illegal or facilitates illegal activity, infringing, harassing or racially or ethnically offensive, that impersonates any person or is otherwise objectionable in our sole opinion; iii) employ techniques or use services, automated or otherwise, that are intended to misrepresent or manipulate the popularity of Your Music Content on the Music Services; iv) use the Distribution Service or any Music Service in any unlawful, fraudulent and/or illegal way or for the purpose to harm or attempt to harm any other person in any way. In case you have used our Distribution Service with any materials that are not allowed as explained hereabove, you shall be solely responsible and liable for any and all costs (including legal fees), damages and claims or actions summoned by a third party and you hereby shall fully indemnify Ledo against such costs (including legal fees), damages and claims at all times.
12. RESERVED RIGHTS
We reserve the right, in our own discretion, with or without notice, to: i) temporarily or permanently take-down or block any or all of Your Music Content on the Distribution Service, the Music Services and/or the Free Music Library; and/or ii) temporarily or permanently suspend, disable or terminate your User Account and/or any Team Profile you belong to or have access to and/or your access to the Distribution Service; and/or iii) take any other action we deem appropriate if: (a) Your Music Content, you or one of your Team members fails to comply with any of the terms and conditions in these Distribution Terms; (b) in our reasonable opinion, the availability of Your Music Content in the Free Music Library or on the Music Services or your or your Team's usage of the Distribution Service may result in a liability for Ledo or any of the Music Services; (c) Your Music Content is the subject of an infringement notice, a copyright claim, alleged fraudulent activity or any other complaint; (d) such action is requested by a Music Service; and/or (e) for any other reason in our sole and absolute judgment reasonably necessary to protect our interests.
13. YOUR WARRANTIES AND REPRESENTATIONS; INDEMNIFICATION
You represent and warrant to us that: i) you have the legal capacity, right and authority to enter into these Distribution Terms and to grants all rights specified herein; ii) you are in full and complete compliance with the Distribution Terms at all times; iii) you own, control, administer and/or have obtained the necessary copyrights and other rights, including without limitation Exploitation Rights and Clearances, in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us, our licensees, the Music Services, the relevant Creators and/or Teams, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party, including, without limitation, intellectual property, performing rights, privacy or publicity rights, or rights to confidential information; iv) the information you provide to us, including without limitation any Metadata, is true, accurate, current and complete at all times; v) you are not and will not become a party to an agreement with any third party that may jeopardize and/or limit our ability to exploit and use Your Music Content in accordance with these Distribution Terms; vi) you have paid and will pay for any and all payments due to your licensors, artists, performers, producers and other third parties resulting from exploitation and/or other use of Your Music Content and other items provided by you to us, including without limitation any so called ‘artist share' of performing rights' income, collective bargaining agreements' fees and any fees in connection with any Exploitation Rights and Clearances; vii) the files containing Your Music Content that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; viii) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding Your Music Content or otherwise adverse to full exploitation of all rights and licenses granted hereunder; ix) you will use the Distribution Services only in accordance with these Distribution Terms and not for any fraudulent, infringing or inappropriate purposes; and x) you have read and understand these Distribution Terms.You agree to indemnify and hold harmless, and upon our request, defend Ledo, our affiliates and sublicensees (including Music Services, relevant Creators and/or Teams and third parties providing services on Ledo's behalf), and our and their officers, agents, investors, shareholders, representatives, past and present employees, partners, directors, controlling persons, advisors and permitted assigns at your own cost and expense from any and all liability, harm, damages, costs (including attorney's fees and legal and court costs), expenses, allegations, claims and legal action of any kind at any time or of any sort that may arise from: i) your access to and usage of the Distribution Service; ii) a breach or alleged breach by you of any of your obligations, representations and/or warranties under these Distribution Terms; iii) any claim that any of Your Music Content, data or information provided or authorized by you or on your behalf hereunder or the use thereof as permitted hereunder, violates or infringes any third party rights; iv) a violation of any law or regulation applicable to your use of the Distribution Service; or (v) arising from or relating to a dispute between you and your Collaborator or among members of a Team you are associated with.You will promptly reimburse us and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such claim and shall control the defense thereof, though you may participate in such defense at your own expense. You may not settle any claim for which we may be liable without our prior written consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to indemnification, then we, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you (including but not limited to payment of Your Revenue Share) an amount reasonably related thereto until the claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim. We reserve the right to charge you (or deduct from Your Revenue Share and/or other monies payable to you) for any legal fees incurred by us as a result of your violation of these Distribution Terms.
14. NO WARRANTIES; LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT THE DISTRIBUTION SERVICE AS WELL AS ANY AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED VIA THE DISTRIBUTION SERVICE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU HEREUNDER, OR AS TO THE CONDITION, CORRECTNESS, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR DISTRIBUTION SERVICE AND THE INFORMATION, CONTENT AND MATERIALS PROVIDED VIA THE DISTRIBUTION SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE DISTRIBUTION SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. YOUR PARTICIPATION IN AND USE OF THE DISTRIBUTION SERVICE AND THE INFORMATION, CONTENT AND MATERIALS PROVIDED VIA THE DISTRIBUTION SERVICE IS AT YOUR OWN RISK. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LEDO, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSEES BE LIABLE FOR: A) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE DISTRIBUTE SERVICE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER WE HAVE BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL LEDO'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE DISTRIBUTION TERMS EXCEED €500 EUR (FIVE-HUNDRED EURO).
15. PERSONAL DATA
16. COVENANT NOT TO SUE
You covenant and agree, in respect to Your Music Content not to bring, assert, pursue, maintain, join in or directly and/or indirectly support, assist, fund, lend resources to, or otherwise participate in any litigation, involving or asserting any claim based upon or alleging any form of copyright infringement arising from Ledo's or any Music Service's exploitation of the rights licensed by you to us herein through the operation of the Distribution Service, and in accordance with these Distribution Terms, that you have, had or may have against us prior to or during the Term. In addition, where you have authorized us to distribute Your Music Content to and on YouTube, Facebook, Instagram, TikTok, Triller or any other social media or so-called ‘user generated content' platform, you covenant not to sue any user of the such social media or user generated content platform who usages and/or synchronizes Your Music Content in a content uploaded to the social media or user generated content platform's website, to the extent your claim is based on the alleged infringement of rights granted by you to us herein.
17. TERM AND TERMINATION
These Distribution Terms shall apply to Your Music Content and your usage of the Distribution Service during the Term. The “Term” means the period commencing on the later of i) the date you agree to these Distribution Terms or ii) the date each item of Your Music Content was publicly released through the Distribution Service, in each case on a Your Music Content-by-Your Music Content basis, and continuing thereafter for a period of two (2) years in respect of each individual item of Your Music Content.The Term will thereafter renew automatically, on a Your Music Content-by-Your Music Content basis, for successive one (1) month periods unless you provided us with a thirty (30) day prior notice via email to firstname.lastname@example.org of your intention to takedown and/or withdraw such items of Your Music Content from the Distribution Service.Ledo may terminate the Term and/or your usage of the Distribution Service: i) for any reason with a thirty (30) days prior notice; or ii) without advance notice, if we reasonably believe that you or any of Your Music Content or other content violates these Distribution Terms or the terms and conditions of any Music Service, that you or Your Music Content infringes the intellectual property or other rights of any person or entity, if we have been informed by Music Services or reasonably believe that Music Services will not accept Your Music Content specifically or categorically, or that you are otherwise abusing the Distribution Service or any Music Service or engaging in fraudulent or illegal activity.After the end of the Term, we will remove Your Music Content from the Free Music Library and notify all applicable Music Services to remove Your Music Content and we will have no further obligation to you other than to account and pay to you Your Revenue Share collected during the Term. Music Service users who downloaded or otherwise accessed Your Music Content may be able to retain and continue listening to Your Music Content even after the end of the Term. You are aware and hereby acknowledge that Music Services each have their own policy determining the period need for them to withdraw any item from their services. Ledo shall not be responsible nor liable towards you for the term that Music Services do need (or claim to need) to withdraw Your Music Content from their services or platform.Termination of the Term and/or withdrawal of Your Music Content from the Free Music Library during the Term does not affect the terms and validity of any Free Music Library synchronization licenses granted in relation to Your Music Content prior to the end of the Term or the moment of withdrawal of Your Music Content from the Free Music Library.Termination of the Term shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to receive Your Revenue Share due and the right to claim damages in respect of any breach of these Distribution Terms which existed on or before the date of termination.All provisions intended to survive termination shall continue to do so.
If you have any questions concerning these Distribution Terms or your participating in the Distribution Service or the Ledo Services in general, we would be happy to hear from you. Please contact us on: email@example.com.