Hello, welcome! Thank you for using Ledo Music. Ledo Music is a services platform consisting of various services that users may choose from provided to you by Ledo Music B.V., a Dutch company with its office at Koninginneweg 9 in Hilversum, The Netherlands and Chamber of Commerce registration number 76130975.
Ledo Music is a services provider offering multiple services to independent artists, influencers and other content creators to empower them to distribute their music directly to music services and social media platforms, to promote themselves and their music and to find, connect and collaborate with other creators to promote content.
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 Ledo Services. These Terms and Conditions consists of the following paragraphs:
1. Acceptance of and Changes to Terms and Conditions
This paragraph describes how you accept our Terms and Conditions and agree to be bound by them and how we may make and inform you of any changes we make to the Terms and Conditions, including the following:
if you use Ledo on behalf of a group, band, company or other entity, you agree to these Terms and Conditions on behalf of that group, band, company or other entity;
you need to be at least 18 years to use the Ledo Services.
2. Description of the Ledo Services
This paragraph provides a general description of the Ledo Services and its various features.
3. Access to the Ledo Services and User Content
This paragraph explains your rights to use the Ledo Services and its various features as well as any user content posted.
4. Registration, User Accounts, Teams and Team Profiles
This paragraph explains the following:
how to create a personal User Account as well as your public Team Profile(s) to access and use the various services;
what privileges and authorizations members of a Team have with regards to their Team Profile;
you are solely responsible for any content you upload as well as for all your activity on the Ledo Services and your User Account;
how to delete content you uploaded, your user account and your Team Profile(s).
5. Grant of License in Your User Content
This paragraph explains what rights you need to have and are granting to us in the content you upload to us, including:
all content you upload must be created by you and your exclusive property or provided by you with the express consent of the rightsholder(s);
by uploading any content, you grant us the right to use that content in connection with the Ledo Services;
you retain ownership over all content you upload.
This paragraph explains how you can use our Collab House to find and enter into influencer marketing campaigns, including the following:
Royalty Split(s) allocated to Collaborators are calculated on 100% of the royalties earned through the Distribution Service in connection with distribution of the promoted track;
Collaboration offers and counteroffers are not binding until accepted by both Collaborators;
a Collaborator agreeing to promote a track will have the right to download it and use and synchronize it in the agreed social media posts;
we are not a party to any Collaboration entered into between Creators and you need to resolve any issues between you and your Collaborator yourself.
7. Receiving Royalty Splits
This paragraph explains how Royalty Splits can be allocated and how Royalty Splits are accounted and paid out to you:
we account and pay Royalty Splits allocated to you on a monthly basis;
we will issue self-billed invoices on your behalf and you agree to accept these.
8. Prohibited Use
This paragraph explains what use of and activities on the Ledo Services are prohibited, especially you may not upload any material or engage in any activity 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.
9. Reserved Rights Ledo
This paragraph explains what rights we reserve in relation to your use of the Ledo Services and any content you upload, including the right to take-down or block any content uploaded by you or suspend or terminate your User Account or any of your Team Profiles.
10. Your Warranties and Representations; Indemnification
This paragraph contains important guarantees on your part when using the Ledo Services and uploading any content, including the guarantees that:
you are solely responsible for your usage of and activity on the Ledo Services and for all content you upload;
you own, control or have obtained all rights to all content you upload onto Ledo and our and other Creators' usage of such content does not infringe upon any rights of third parties.
This paragraph also explains that you are responsible for any damage caused if you breach any of your commitments and guarantees.
11. No Warranties; Limitations of Liability
This paragraph explains that the Ledo Services are provided as is and that we cannot guarantee that the Ledo Services are always available or meet your requirements. It also discusses matters for which we cannot be held liable.
This paragraph explains that all rights and title in the Ledo Services, Ledo trademarks, logos and domain names are owned by us and that you will remain owner of any content you upload onto Ledo.
13. Copyright Infringement and Reporting Content
This paragraph explains how you can report content on the Ledo Services that is (allegedly) (copyright) infringing or otherwise objectionable.
14. Third Party Applications
This paragraph explains that the Ledo Services may be integrated with Third Party Applications and that your use of these Third-Party Applications is governed by the terms and conditions and privacy policies of such Third-Party Applications.
15. Data Protection, Privacy and Cookies
This paragraph explains that while using the Ledo Services or interacting with Creators or Ledo personnel you may have access to Confidential Information related to Ledo, such Creators and Ledo personnel and that you agree to keep such information confidential at all times.
This paragraph describes how and when we or you can terminate your usage of the Ledo Services and remove content you uploaded onto Ledo as well as what happens after such termination.
This paragraph contains standard legal provisions, including the provision that the Terms and Conditions and the Ledo Services 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 Terms and Conditions. Please carefully review the Terms and Conditions below.
PLEASE NOTE: ACCESS TO MINIMUM VIABLE PRODUCT
We will use best efforts to provide you a good experience when using the Ledo Services, but you understand and agree that which is 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 Ledo Services. Therefore, we cannot guarantee that the functionalities of the Ledo Services and your user experience are optimal. You understand that the Ledo Services is provided to you “as is” and “as available” and we make no guarantees as to the condition, quality or performance of the Ledo Services. If you have any feedback or suggestions with regards to your usage of and experience with the Ledo Services, we would be happy to hear from you. You can contact us by emailing email@example.com.
1. ACCEPTANCE OF AND CHANGES TO TERMS AND CONDITIONS
By accessing or using the Ledo Services, you acknowledge that you have read, understood and accepted these Terms and Conditions and agree to be bound by them. If you don't agree with or cannot comply with these Terms and Conditions, then do not access or use the Ledo Services.In order to access and use the Ledo Services, you need to be at least eighteen (18) years old and have the power to enter into a binding contract with us.If you use or access the Ledo Services 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 Terms and Conditions and bind that artist, group, band, company, organization or other entity to these Terms and Conditions, and that you agree to these Terms and Conditions 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, at our sole discretion, to change these Terms and Conditions or change, suspend, discontinue or otherwise modify the Ledo Services, including any Services, features and pricing thereof, at any time. For every such material change in the terms and conditions we shall notify you upfront 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 Ledo Services or the relevant Service. By continuing to use or access the Ledo Services or the relevant Service after we make any changes, you agree to be legally bound by the revised Terms and Conditions. You are not required to continue to use the Ledo Services or the relevant Service after such notice, but if you do not terminate your User Account or your usage of the relevant Service in the manner and within the period specified in the notice and you continue to access or use the Ledo Services or the relevant Service after the end of said period, you are deemed to have accepted the new Terms and Conditions.
2. DESCRIPTION OF LEDO SERVICES
The Ledo Services allows registered users (“Creators”) to: i) provide, upload, store, share, make available and post text, messages, offers, images, artwork, photographs and other content, information, and materials (“User Content”) directly to and on the Ledo Services, and view, access and share such User Content using the Ledo Services; ii) post, market, make available and distribute original sound recordings including underlying literary and musical compositions (“Music Content”) that you fully own and/or control and with respect to which you hereby declare to hold all the required rights for to allow us to exploit, distribute and make available your User Content to the available music services and social media platforms, and include, at your own discretion, your Music Content in Ledo's Free Music Library (as described below) by opting into Ledo's “Distribution Service”. If you decide to participate in the Distribution Service, additional terms and conditions apply (“Distribution Terms”) which you need to accept before you can distribute any of your Music Content through the Distribution Service; iii) access the Free Music Library to discover, stream, source and obtain synchronization licenses to fully cleared original sound recordings including underlying literary and musical compositions (“Free Music Library Content”) which can be used and included in certain types of audio-visual content for specific types of usage (the “Free Music Library”). If you decide to download any Free Music Library Content, additional terms and conditions (“Free Music Library License Agreement”) apply which you need to accept before being able to download and use any Free Music Library Content; iv) receive certain Royalty Splits from your own and/or other Teams, including your Collaborators, in connection with the distribution of Music Content through the Distribution Service; and iv) access and use our online collaborations marketplace and matchmaking tool (“Collab House”) to search, propose, commission, negotiate and enter into collaboration agreements with other Teams to promote Music Content distributed through the Distribution Service. Each collaboration agreement shall be referred to as “Collaboration” and the Teams entering into a Collaboration are each referred to as “Collaborator” and jointly as “Collaborators”. The Distribution Service, the Free Music Library and the Collab House are each referred to as “Service” and jointly as “Services”.
3. ACCESS TO THE LEDO SERVICES AND USER CONTENT
We will make a reasonable effort to ensure that the Ledo Services, including any of the Services and features thereof, are available and operational. Certain operational or technical difficulties, updates or maintenance may however, from time to time, result in temporary interruptions. Should the Ledo Services, any Service and/or feature thereof, be interrupted in any way, we will make a reasonable effort to resolve the interruptions without delay.Subject to these Terms and Conditions, Ledo grants you a limited, personal, non-exclusive, revocable and non-transferable right and license to: i) access and use the Ledo Services and to access, view and use any User Content made available and provided by other Creators on the Ledo Services using the Services and features of the Ledo Services; ii) provide, upload, store, share, publish, make available and post your own User Content (“Your User Content”) through and on the Ledo Services, and share Your User Content with other Creators using the Services and features of the Ledo Services; iii) access and browse the Free Music Library, stream Free Music Library Content and, subject to accepting and adhering to the Free Music Library License Agreement, download and obtain synchronization licenses to selected items of Free Music; iv) access, use and participate in the Collab House marketplace to search, propose, commission, negotiate and enter into Collaborations with other Teams to promote Music Content distributed through the Distribution Service in exchange for a flat fee payment or a Royalty Split; v) subject to agreeing and adhering to the Distribution Terms, access and use the Distribution Service to distribute and market Music Content owned and/or controlled and provided by you to various music services and social media platforms and include, at your own discretion, your Music Content in the Free Music Library; and vi) receive Royalty Splits from other Teams, your own Team(s) and your Collaborator(s), in connection with the distribution of particular item(s) of Music Content through the Distribution Service.
4. REGISTRATION, USER ACCOUNTS, TEAMS AND TEAM PROFILES
To access and use the Ledo Services, you must first create a user account of your own (“User Account”) and provide certain information about yourself as prompted by the User Account registration form. Your User Account is private and not visible to any other Creators and Teams.To access and use specific Services or features thereof and to be visible to - and interact with - other Creators and Teams, you must, in addition to your personal User Account, create a public profile (“Team Profile”) for each band, group, artist, company, brand or other entity (each a “Team”) you wish to represent, promote, market and/or distribute through the Ledo Services. To create a Team Profile, you must provide the information you wish to display on your Team Profile as prompted by the Team Profile registration form. You can create multiple Team Profiles, one for each Team you wish to represent on the Ledo Services.You can invite other people to have access to and join one or more of your Team Profile(s). Anyone you invite to join your Team has to register and create a User Account of its own. You can also be invited to join other Teams.All members of the same Team have the same privileges with regards to the relevant Team Profile and Team Profile settings, with the exception that only the Creator who uploaded an item of Music Content through the Distribution Service has the ability to publish and deliver such item of Music Content for distribution and to subsequently allocate, amend or stop any Royalty Splits to other Teams and Team members in relation to such item of Music Content.Any information provided through and on your User Account and Team Profile(s) must be true, accurate and complete at all times. You are fully responsible for everything you submit to us and for your activity on the Ledo Services in general. If we find any of Your User Content or any other information provided on or through your Team Profile(s) to be incorrect, false or misleading, we reserve the right, in our sole discretion, to remove it.You are responsible for maintaining the confidentiality of your username and password of your User Account and you are solely responsible and liable for any usage or activity on your User Account. Your User Account may be used solely by you and may not be transferred or shared with any third-party. Use of someone else's User Account is strictly prohibited. If you wish to provide someone else with access to one of your Team Profile(s), you can invite that person to join your Team using the functionality provided in your ‘Team Details' section in your User Account.You must immediately notify us if you become aware of any (alleged) breach of security or unauthorized use of your User Account and/or Team Profile(s). We are not liable for any loss or damage arising from unauthorized access to your User Account and/or Team Profile(s) or your failure to comply with the requirements set out herein, unless such loss or damage would be proven to be caused by our intent or gross negligence.You can request removal of Your User Content from your User Account and/or Team Profile(s) by sending an email to firstname.lastname@example.org which includes sufficient information to allow us to identify and locate what items of Your User Content you would like us to remove.You can request termination and deletion of your User Account and/or any Team Profile(s) you created in accordance with section 17 c).
5. GRANT OF LICENSE IN YOUR USER CONTENT
All Your User Content that you upload, store, display, distribute, publish, share, or otherwise make available on the Ledo Services, including without limitation as part of or through your User Account and Team Profile(s), must have been created by you and shall be your sole and exclusive (intellectual) property or provided by you with the express consents, permissions or licenses necessary from the original owner(s) or rightsholder(s) of such materials for use by you and us pursuant to these Terms and Conditions. You may not upload, store, display, distribute, publish, share or otherwise make available any content (including Your User Content) on the Ledo Services without having all of the necessary rights to do so. Any unauthorized use of copyrighted or proprietary material, including samples, in Your User Content is strictly prohibited. You are solely liable for any infringement on any right of a third party in or as any part of your User Content that you upload on the Ledo Services and you agree to fully indemnify us against any and all costs (including legal fees and costs), claims and damages of any such third party at all times.You acknowledge and agree that all Your User Content you upload or have uploaded is and remains to be your sole responsibility and that we are only acting as a passive conduit for your online distribution, storage, publication and/or other exploitation of Your User Content. It is your sole responsibility to ensure that Your User Content complies with these Terms and Conditions and any other requirements, guidelines, policies and/or specifications set out by us (“Ledo Documentation”) as well as any (copyright) law at all times.By uploading, storing, distributing, publishing, displaying or otherwise making available Your User Content to and on the Ledo Services you automatically grant, and you represent and warrant that you have the right to grant, to us in the context of us providing the Ledo Services to you and other Creators a non-exclusive, transferable, fully paid, worldwide license to store, host, use, copy, reproduce, publicly perform, publicly display, communicate to the public, stream, make available, reformat, excerpt (in whole or in part), transmit, re-post and distribute Your User Content for any purpose on or in connection with the Ledo Services according to these Terms and Conditions. Ledo shall not be entitled to use any part of Your User Content outside the scope of the Ledo Services platform.The licenses granted in this section are granted separately for each item of Your User Content uploaded, stored, distributed, published, displayed or otherwise made available by you on and to the Ledo Services and will automatically terminate when we, in our own discretion or upon your request, delete such item of Your User Content from your User Account and/or Team Profile(s) or if we, in our own discretion or upon your request, terminate your User Account and/or any Team Profile(s) you created.We do not claim any control over, or ownership rights in, Your User Content and the above grant of rights does not constitute a transfer of ownership to any of Your User Content to us.
You can use the Collab House to search, connect with, propose, negotiate and enter into Collaborations with other Teams. Collaborations can consist of: i) your Team agreeing to promote Music Content of your Collaborator by including such Music Content in one or more of your Team's social media posts on one or more of your Team's social media channels in exchange for your Collaborator: a) paying your Team a flat fee; or b) allocating to your Team a Royalty Split of the royalties earned by your Collaborator through the Distribution Service in connection with the Music Content your Team is promoting; and/or ii) your Collaborator agreeing to promote your Music Content by including such Music Content in one or more social media posts on one or more of your Collaborator's social media channels in exchange for you: a) paying your Collaborator a flat fee; or b) you allocating to your Collaborator a Royalty Split of the royalties your Team earns through the Distribution Service in connection with your Music Content your Collaborator is promoting. For the avoidance of doubt, only Music Content distributed through the Distribution Service can be included in a Collaboration.You can activate and deactivate your Team's participation in the Collab House and, if you wish your Team to participate, set your Team's Collaboration preferences, including but not limited to the social media platforms your Team is interested in and/or active on and whether your Team wishes to receive and/or offer a flat fee payment and/or a Royalty Split in exchange for a Collaboration, in the section ‘Team Settings' on the relevant ‘Team Details' page in your User Account.Royalty Splits allocated to Collaborators are calculated on and deducted from one-hundred percent (100%) of the royalties earned through the Distribution Service by the Team whose music is being promoted in connection with the Music Content promoted, before any Royalty Splits allocated to individual Team members are calculated and deducted from such royalties. The minimum period for which a Royalty Split can be allocated to a Collaborator is three (3) months.You can use the Collab House to search for potential Collaborators, receive and send out offers to collaborate from and to potential Collaborators, negotiate the specifics of a potential Collaboration by sending and receiving offers and counteroffers and enter into Collaboration agreements resulting from such negotiations by accepting offers and/or counteroffers.Collaboration offers and counteroffers send or received through the Collab House are not binding until accepted by both Collaborators. On all offers and agreements between Collaborators the applicable (local) laws between such parties are applicable. Ledo Music is not a party to any such offer, contract or agreement, but merely a provider of the services as part of Collab House to both parties. You hereby indemnify Ledo Music against any and all claims, costs and damages arising from any dispute between you and a Collaborator.As soon as a Collaboration has been accepted by both Collaborators, we will grant to the Collaborator agreeing to promote Music Content for the sole purpose of fulfilling the agreed Collaboration: i) the right to download a copy of the agreed item of Music Content from the Ledo Services, and ii) a non-exclusive, perpetual, worldwide license to use and synchronize the agreed item of Music Content (or a part thereof) in the agreed number of audio-visual social media posts and share, post and use those social media post(s) on the agreed social media channel(s).The agreed flat fee payment or Royalty Split allocation of a Collaboration will only become due after the Collaborator whose Music Content is being promoted has received and approved proof of delivery of the agreed social media post(s). As soon as proof of delivery has been received and approved by the Collaborator whose Music Content is being promoted, the Collaborator whose Music Content is being promoted shall: i) when a fixed fee payment has been agreed, promptly issue payment of the agreed fixed fee to the promoting Collaborator using PayPal; and ii) when a Royalty Split has been agreed, promptly allocate to and share with the promoting Collaborator during the agreed Royalty Split period the agreed Royalty Split.You agree to fulfil any and all of the obligations and other commitments your Team agreed to as part of a Collaboration your Team entered into in a timely and diligent manner at all times.Ledo is not a party to any Collaboration agreement that is concluded between your Team and your Collaborator(s) and you and your Team must resolve any disputes with your Collaborator(s) with regards to any Collaboration yourself.
7. RECEIVING ROYALTY SPLITS
Other Teams can allocate a certain royalty split of the royalties they may earn in connection with the distribution of a particular item of Music Content through the Distribution Service (“Royalty Split”) to your Team, as part of a Collaboration or otherwise. Your Team can also allocate a certain Royalty Split of the royalties that your Team may earn in connection with the distribution of a particular item of Music Content through the Distribute Service to you.Newly allocated Royalty Splits will take effect on royalties reported on the relevant item of Music Content during the month following the month in which the Royalty Splits were allocated.Any Royalty Splits allocated to any other Team are calculated on and deducted from one-hundred percent (100%) of the royalties earned through the Distribution Service by the relevant item of Music Content, after which the remainder of the royalties shall be shared with and allocated to the individual members of your Team in accordance with the Royalty Splits allocated to such individual Team members.For any Royalty Splits allocated to your Team, you can select whether such Royalty Splits should be paid out on Team level or to the individual members of such Team in accordance with the Royalty Splits allocated to such individual Team members. On all such Royalty Splits between you and your Team members the applicable (local) laws between such contractual parties are applicable. Ledo is not a party to any such split, offer, contract or agreement, but merely a provider of the services as part of Collab House to all parties. You hereby indemnify us against any and all claims, costs and damages arising from any dispute between you and your Team member(s).The following sub-sections only apply to you if you or your Team are entitled to receive a Royalty Split:
You engage and authorize Ledo to collect and pay out any Royalty Share allocated and/or payable to you or your Team hereunder;
Within one (1) month from the end of each calendar month during which you or your Team are entitled to receive a Royalty Split, we will make available to you through your User Account an accounting statement indicating the amount of royalties due to you or your Team for the previous month together with a self-billed invoice for the amount of royalties shown to be due to you or your Team;
We will endeavor to process for payment the amount of royalties due to you or your Team within seven (7) business days from the date of the relevant accounting statement and self-billed invoice. Payment will be issued in Euros to the bank account registered on your User Account or Team Profile, as selected by you.
You will be responsible for all third parties' commissions and costs as well as any payment, currency exchange, banking fees or other charges related to any payment made by us to you;
We are not obliged to make any payment to you or your Team if the total amount due is less than ten Euro (€10 EUR). Your and your Team's earnings may be accumulated and may be carried over until this payment threshold of ten Euro (€10 EUR) has been reached;
We reserve the right to offset any amount due to you or your Team in the event of previous overpayment of any royalties to you or your Team;
We shall be authorized to issue self-billed invoices on your or your Team's behalf showing your or your Team's 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;
It is your responsibility to keep your invoice and bank details in your User Account up to date at all times;
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 law, from amounts otherwise payable to you hereunder, without liability to you, without the obligation to gross-up payments to you or any obligation to indemnify you in respect of such withholdings;
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.
8. PROHIBITED USE
The Ledo Services may be used and accessed by you solely for lawful purposes.The rights and licenses granted herein by us are granted under the strict condition that you comply at all times with these Terms and Conditions while using the Ledo Services, any User Content, Music Content and Free Music Library Content, including, without limitation, the following: i) You shall at all times comply with the Community Guidelines and any Ledo Documentation; ii) You may not use the Ledo Services to upload, post, store, display, copy, publish, distribute, promote, (continue to) make available or otherwise make public any content (including Your User Content): (a) that is, in our sole opinion, illegal, unlawful, harmful, threatening, defamatory, obscene, hateful, facilitates illegal activity, infringing, harassing or racially or ethnically offensive, or that invades the privacy of any third party, is deceptive, abusive, libelous or violent or is otherwise objectionable in our reasonable opinion; or (b) that includes any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters or any other form of solicitation; and (c) that contains any information or content that you know is not correct and current; iii) You may not; (a) engage in any activity or behavior that is, in our sole opinion, unlawful, harmful, threatening, defamatory, obscene, hateful, facilitating illegal activity, infringing, harassing or racially or ethnically offensive, or that invades the privacy of any third party, is deceptive, abusive, libelous or violent or is otherwise objectionable in our reasonable opinion, nor shall you encourage, invite, or promote such behavior or activity; (b) impersonate yourself for another person or entity or otherwise misrepresent your involvement with any person or entity, or otherwise commit fraud; (c) not stalk, threaten, insult or otherwise harass any other Creator or Ledo staff; (d) commit any act which might damage the reputation of Ledo, any Creator or Team; and (e) collect or store personal data about Creators; iv) You may not rip, edit, download, reproduce, reupload, copy, re-release, create derivative works from, make available or otherwise disclose, display, execute, transfer, share, distribute any User Content, Music Content and Free Music Library Content on or from the Ledo Services or otherwise use or exploit User Content, Music Content and Free Music Library Content, except to the extent that such User Content, Music Content and Free Music Library Content is Your User Content and Your Music Content, or where expressly permitted under these Terms and Conditions; v) You may not sell, rent, sublicense or lease any part of the Ledo Services or provide access to your User Account to a third party without Ledo's prior written consent; vi) You may not; (a) upload, distribute or otherwise include any malicious content such as malware, Trojan horses, spyware, cancelbots or other viruses and malicious codes; (b) copy, distribute, reproduce, republish, download, display, post, transmit in any form or by any means, or alter or modify any part or parts of the Ledo Services except as expressly permitted herein; (c) circumvent any technology used by us, our licensors, or any third party to protect the Ledo Services or any content on the Ledo Service; (d) “crawl” the Ledo Services or otherwise use any automated means, including without limitation bots, scrapers, and spiders, to collect information from us, any Creator, Team and the Ledo Service; (e) decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Ledo Service; (f) attempt to intervene in any way in the Ledo Service, including without limitation, hacking, planting a virus, overloading, email bombing, or crashing Ledo's servers or systems; and (g) modify or create any derivative product based on the Ledo Service.You acknowledge and agree that we have the right, in our sole discretion, to determine if you, your Team(s) or Your User Content and/or any Team Profile you belong to and have access to violates any of the above conditions or any of the other provisions of these Terms and Conditions.
9. RESERVED RIGHTS LEDOWe 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 User Content on the Ledo Services and/or any content, information and other materials on any Team Profile you belong to or have access to; 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 Ledo Service, any Service or any feature(s) thereof; and/or iii) take any other action we deem appropriate if: (a) you or one of your Team members fails to comply with any of the terms and conditions in these Terms and Conditions; (b) your User Content and/or any your Team(s) is the subject of an alleged copyright claim or any alleged fraudulent activity; (c) there is any (alleged) unauthorized, fraudulent, abusive, or otherwise illegal activity on your User Account or Team Profile(s); or (d) for any other reason in our sole and absolute judgment necessary to protect the our interests.
10. 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 Terms and Conditions and to grant all rights specified herein; ii) you are and will be in full and complete compliance with the Terms and Conditions at all times; iii) Your User Content and any other information or material you provide to us is true, accurate and complete at all times; iv) you are solely responsible for your usage of and activity on the Ledo Services and for all Your User Content you upload and/or make available to the Ledo Service; v) you own, control, administer and/or have obtained the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us, the relevant Creators and/or Teams, and our 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; vi) Your User Content and any Team Profile you belong to or have access to meets the Ledo Documentation at all times; vii) we shall not be responsible for payments or any other liability to any third party in connection with the use of Your User Content or your activity on the Ledo Services or otherwise in connection with these Terms and Conditions; and viii) you have read and fully understand these Terms and Conditions.You agree to use the Ledo Services at your own sole risk, and you hereby agree to indemnify and hold harmless, and upon our request, defend us, our affiliates and sublicensees (including relevant Creators and 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 reasonable 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) from your use of or activity on the Ledo Service; ii) any breach or alleged breach by you of any of your obligations, representations and/or warranties under these Terms and Conditions; iii) any claim related to the use of Your User Content or any other material uploaded by you to the Ledo Services as permitted herein; iii) any activity related to your User Account and/or any Team Profile you belong to, by you or another person who, with or without your permission, accesses your User Account and/or any Team Profile you belong to; iv) your violation of any law or the rights of a third party; and v) a dispute between you and your Collaborator or among members of a Team with which you are associated.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 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 monies payable to you) for any reasonable legal fees incurred by us as a result of your violation of these Terms and Conditions.
11. NO WARRANTIES; LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT THE LEDO SERVICES AS WELL AS ANY AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED ON OR VIA THE LEDO SERVICES 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 FUNCTIONALITY, CONDITION, CORRECTNESS, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR RESULTS OF THE LEDO SERVICES AND THE INFORMATION, CONTENT AND MATERIALS PROVIDED VIA THE LEDO SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE LEDO SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. YOUR ACCESS TO AND USE OF THE LEDO SERVICES AND THE INFORMATION, CONTENT AND MATERIALS PROVIDED VIA THE LEDO SERVICES 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 LEDO SERVICES, 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 TERMS AND CONDITIONS EXCEED €500 EUR (FIVE-HUNDRED EURO).
All right, title and interest, including any intellectual property rights, in the Ledo Service, including but not limited to, all related technology, data, documentation, tools, and design, are exclusively owned by us, our affiliates (as applicable) or our licensors.The Ledo trademarks, service marks, trade names, logos, domain names, and any other features of the Ledo brand are our sole property and that of our affiliates. These Terms and Conditions do not grant you any rights to use any of our Ledo brand features and trademarks whether for commercial or non-commercial use.We exclusively own any and all user and usage data generated in connection with the Ledo Service, and such data may be used and disclosed by us (including for marketing purposes), and no ownership interest or other rights in any of the foregoing are being transferred to you by virtue of these Terms and Conditions.Nothing in these Terms and Conditions shall be construed to convey any ownership interest in Your User Content to us.All User Content, Music Content and Free Music Library Content with the exception of Your Content and Your Music Content is the property of the relevant Creator and/or Team who provided such User Content, Music Content and Free Music Library Content, and is or may be subject to copyrights, brand rights or other (intellectual) property rights. You may not copy, distribute, publicly perform, publicly display, digitally perform, or create derivative works from any copyrighted work, excluding Your Content and Your Music Content, made available or accessible via the Ledo Services unless expressly provided herein.
13. COPYRIGHT INFRINGEMENT AND REPORTING CONTENT
We respect the rights of content creators and copyright owners. If you find any User Content, Music Content or Free Music Library Content on the Ledo Services that you believe violates your copyright, you can report it to us by sending an email to email@example.com as further described in our Copyright Policy. If we are notified by a rightsholder that any of Your User Content or Music Content infringes a copyright, we may in our sole discretion take any action without notifying you or your Team, including but not limited to, removing such item(s) of Your User Content and /or Music Content from the Ledo Service.If you find any User Content, Music Content or Free Music Library Content on the Ledo Services that you believe violates or infringes one or more of your other rights, is defamatory, pornographic, obscene, hateful, racist or otherwise generally offensive, or that you otherwise assess as a violation of these Terms and Conditions, our Community Guidelines or applicable law, you can report it to us by sending an email to firstname.lastname@example.org.
14. THIRD PARTY APPLICATIONS
The Ledo Services may be integrated with third party applications, websites, and services (“Third Party Applications”) to make the Ledo Services available to you. These Third-Party Applications may have their own terms and conditions and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies.We do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
15. DATA PROTECTION, PRIVACY AND COOKIES
You acknowledge and agree that, in the course of your use of the Ledo Services or otherwise transacting business with Ledo, Creators and/or Teams, you may become aware of certain confidential information related to Ledo and such Creators and/or Teams, including but not limited to Ledo's and such Creator's and/or Team's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential at all times.
These Terms and Conditions shall apply to your access and usage of the Ledo Services during the Term.The “Term” means the period commencing on the date you first access and/or use the Ledo Services and continuing thereafter until terminated by you or by us.You can terminate these Terms and Conditions and Your User Account by sending us a thirty (30) day advance written notice of your intention to terminate these Terms and Conditions via email to email@example.com, with the following exceptions; i) if you are distributing any of your Music Content through the Distribution Service, you can only terminate these Terms and Conditions and Your User Account after termination of the Distribution Terms; and ii) if you are participating in any active Collaboration(s), you can only terminate these Terms and Conditions and Your User Account after completing such active Collaboration(s).We may suspend your access and usage of to the Ledo Services and/or terminate these Terms and Conditions at any time: i) if you fail to comply with any of the terms and conditions set out in in these Terms and Conditions; ii) if Your User Content and/or any Team Profile you belong to or have access to is the subject of an alleged copyright claim or any alleged fraudulent activity; iii) if there is any (alleged) unauthorized, fraudulent, abusive, or otherwise illegal activity on your User Account and/or any Team Profile you belong to or have access to; or iv) for any other reason in our sole and absolute judgment necessary to protect our interests.Following termination of your User Account and/or termination of these Terms and Conditions, we will irretrievably delete all content (including Your User Content) in your User Account and/or any Team Profile you belong to or have access to as well as any other content related to activity on your User Account, except to the extent that we are required to or authorized to retain Your User Content, data or information in accordance with applicable laws and regulations and/or to protect our legitimate business interests. We do not accept any liability for any material that has been deleted after termination of your User Account and/or any Team Profile you belong to or have access to.Termination of these Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including our right to claim damages in respect of any breach by you of these Terms and Conditions which existed on or before the date of termination.All provisions intended to survive termination of these Terms and Conditions shall continue to do so.
If you have any questions concerning these Terms and Conditions or your access and/or usage of the Ledo Services in general, we would be happy to hear from you. Please contact us on: firstname.lastname@example.org.
Ledo Music B.V
1217 KP, Hilversum