Please note that by using this website you agree to be bound by the terms and conditions set out below.
1. Introduction
1.1 EmuBands offers a digital content distribution service along with additional support services to promote the Client’s Release(s) (“the Service”). “EmuBands” is a trading name of EmuBands Ltd, also known as “Us” or “We” throughout the Agreement, a company registered in Scotland (Company Number SC290161) with the registered office at Unit 5.02, The Whisky Bond, 2 Dawson Road, Glasgow G4 9SS, United Kingdom.
1.2 By using this Website, placing an Order for Services and/or subscribing to Services, you agree to be bound by the terms and conditions set out below. If you do not agree to be bound by these terms and conditions below, please do not use or access this Website.
1.3 These terms and conditions constitute the entire terms and conditions upon which EmuBands provides the Service and upon which the Client agrees to contract for the use of the Service except where specifically varied by written agreement by EmuBands. They supersede any written or oral representations, statements, understandings, agreements and for the avoidance of doubt, any previous Terms & Conditions of EmuBands.
1.4 From time to time, it will be necessary to update the terms and conditions. In circumstances where these changes are significant, we will inform you via email or through notifications on the EmuBands dashboard. Should you wish to terminate your agreement with EmuBands at that time you can do so by contacting EmuBands.
1.5 We may process your data for carefully considered purposes which enable us to enhance the service we provide. For the sake of clarity this refers to the processing of personal data such as names, email addresses, encrypted passwords, pseudonyms and IP addresses for the purposes of analysing how the site is used by Clients and for the distribution of e-mails relating to the Service.
Definitions
In this Agreement:-
“Agreement” means these terms and conditions together with the Client’s Order as confirmed in EmuBands Ltd’s Order Confirmation.
“Approved Image” means the likeness or photo of the artist or band that they have approved the use of to market and promote the Release.
“Artwork” means the artwork required for the Release.
“the Client Representative” means the individual person who is the point of contact with EmuBands and who will issue instructions on behalf of the Client.
“Bundle” means a Release containing between 2 and 20 (inclusive) Sound Recordings.
“the Client” means an individual, company, firm, corporation, or public authority and anyone who generates, owns, or controls Intellectual Property and who has contracted to use the Service (also known as a “Rightsholder”).
“the Contract Price” means the price for the Service set out on the Website.
“Digital Service Provider” means the website(s) or app(s) where the Release(s) will be available to the public for example, Apple Music and Spotify.
“Early Cancellation” means the Client requesting cancellation of their Order prior to the Point of Distribution.
“E-mail Updates” means e-mails sent for the purpose of informing the Clients of royalty reports being published, changes to the EmuBands service or news and developments relevant to the company and its partners.
“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world related to the Release, and applications for any of the foregoing, together with the goodwill thereon.
“Large Bundle” means a Release containing between 21 or more Sound Recordings.
“Material Breach” means any action or behaviour by the Client that brings EmuBands’ reputation into disrepute or is perceived to damage EmuBands’ reputation, market share or goodwill or those of their partner companies (including Digital Service Providers) as outlined in this Agreement and highlighted in Clauses 5 and 10, and including but not limited to, engaging in activities which artificially manipulate or generate streams, using stolen credit cards to buy our services, infringing third-party copyrights, supplying falsified documents, engaging in conduct which injures, harms, corrupts, demeans, defames, libels, disparages, slanders, destroys or diminishes in any way the reputation or goodwill of EmuBands or their partner companies. Further EmuBands will not tolerate behaviour by the Client which espouses extreme political views, incites racial or discriminatory abuse of any kind or constitutes abuse of our members of our staff in any way.
“Mechanical Royalties” means the royalties due to publishers and/or songwriters on permanent downloads of Sound Recordings or Releases.
“Metadata” means specific types of information required by EmuBands to allow them to deliver the Service(s).
“Order” means the Client’s instruction to EmuBands to proceed with the Service.
“Order Confirmation” means the payment receipt issued by EmuBands by e-mail following the Client’s payment for an Order.
“Personal Information” or “Personal Data” means any information relating to an individual that allows the person to be identified directly or indirectly. For the sake of clarity this information includes, names, email addresses, encrypted passwords, pseudonyms and IP addresses as examples.
“Point of Confirmation” means the point when the Client has confirmed the details of an Order, including the Metadata for the Release.
“Point of Distribution“ means the point when a Release has been approved by EmuBands and is ready for distribution.
“Release” means a collection of Sound Recordings, Metadata and Artwork that the client must upload to allow EmuBands to distribute the Single, Bundle, or Large bundle.
“Single” means a Release containing 1 Sound Recording.
“Sound Recording” means an individual sound recording that appears on a Release.
“Streaming Manipulation” means any activity or method used which involves the artificial creation, whether this is by human or non-human means, of any online/offline audio plays and/or audio-visual streaming services in which such plays do not represent fully what is considered bona fide end user listening by genuine end users and which may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, engagement activity, metadata, or other key metrics used by EmuBands through the use of bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes, click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of direct or indirect activities undertaken in order to artificially improve chart positioning, increase market share, increase royalty or other payments to the Client, or for any other fraudulent or dishonest purposes.
“the Website” means the EmuBands website operating under the domain name of www.EmuBands.com.
“Working Day” means within the hours of 10.00am to 6.00pm, Monday to Friday only, within the United Kingdom, not including weekends, bank or statutory holidays.
“Writing” includes any written paper document, and any email correspondence.
2. Service Provision
2.1 EmuBands will provide an Order Confirmation for all Orders placed but reserves the right to accept or reject any Order at its sole discretion at any time.
2.2 EmuBands will use all reasonable endeavours to provide the Service as described on the Website.
2.3 EmuBands may at any time amend the Service for any reason including, but not limited to, technical, legal, regulatory or business reasons.
2.4 EmuBands reserve the right to classify a Sound Recording and/or a Release as explicit and EmuBands will be the sole arbiter with regards to this issue.
2.5 EmuBands will provide E-mail Updates to the EmuBands community offering our Clients information regarding the publication of royalty reports and additional offers and services provided by EmuBands and its
partner organisations which we believe will be of interest to you and based upon the information that you have provided to us. Should you (the Client) wish to stop receiving these emails you can unsubscribe from the messages by clicking on the ‘unsubscribe’ link at the bottom of any E-mail Update or by updating your communication preferences through the ‘My Account’ section on the EmuBands dashboard.
3. Your Intellectual Property Rights
3.1 All Intellectual Property rights to the Release are owned or controlled by the Client (Rightsholder). All Intellectual Property rights arising out of this Agreement shall vest in the Client. The Client grants EmuBands a non-exclusive licence to use that Intellectual Property for the purposes envisaged and outlined by the Agreement (including a non-exclusive right to use the Artwork and the name, approved image, and biographical information of the artist represented by the Client in connection therewith).
3.2 The Client grants EmuBands the non-exclusive licence to grant Digital Service Providers permission to copy, issue copies, publish, rent, lend, distribute, perform, show, play, communicate, broadcast, adapt, alter, modify, sell and license their Intellectual Property in line with delivering the Service.
3.3 The Client also grants EmuBands and the relevant Digital Service Providers the right to include the Client’s Intellectual Property within endorsed playlists and in branded on-demand services.
3.4 The Client recognises that not all recording related income generated through the activity is collected by EmuBands and that some royalties relating to phonographic performance rights (or neighbouring rights as they are sometimes known) are administered and collected by territory specific societies such as PPLUK (the United Kingdom) or Sound Exchange (the United States). Details relating to the income streams and rates related to each Digital Service Provider can be found through the EmuBands dashboard.
4. Terms of Use of the Website
4.1 You agree to the following:-
4.1.1 that you are aged 18 or over and have full legal capacity to enter into this contract;
4.1.2 that you understand, acknowledge and accept the exclusion of liability and disclaimer provisions contained in the following;
4.1.3 that you will only view the Information (all content on the Website), for your own private purpose and will not publish, reproduce, store or retransmit any of the information contained on the Website at any time.
4.1.4 that you shall not use the Information for any unlawful purpose or in any unlawful manner;
4.1.5 that you shall not use the Website or the Information in any manner which may constitute an infringement of any third-party rights (including but not limited to rights of copyright, trademark or confidentiality);
4.1.6 that you shall not run any tools on the Website that systematically retrieve web pages for offline or online viewing; whether it be for personal, commercial, experimental, educational or any other use;
4.1.7 that all intellectual property rights including without limitation copyright, trademarks and all other rights but excluding the Rightsholder’s Intellectual Property in the Information and the Website shall remain vested in EmuBands at all times;
4.1.8 that you will indemnify and keep indemnified EmuBands against all claims, liabilities, damages, costs and expenses including legal fees arising out of any misuse of the Information or the Website or any breach of your obligations under any of this agreement.
5. Client Obligations
5.1 No Agreement in respect of any Services shall exist between us and you until your Order has been accepted by us and your Order has reached the Point of Distribution (whether or not funds have been deducted from your account). If we reject your Order prior to the Point of Distribution and funds have already been deducted, these will be fully refunded.
5.2 Orders must be submitted electronically via the Website. To do so, you will be required to follow the online process. When doing so, you will be required to register with us and complete certain required fields on our form and create an account. This may include the provision of Personal Information such as your identification details and password(s). The information is necessary for us to provide the Services to you. You agree that you will be responsible for ensuring that such security information is accurate, kept secure and confidential at all times including such security information for any sub-accounts created on the Client’s account. You must inform us immediately if you become aware of or suspect any unauthorised use of these security details or if they become available to an unauthorised party.
5.3 By registering, you hereby warrant that all information submitted by you is true, current, accurate and complete. EmuBands reserves the right to verify the eligibility of all registrations.
5.4 The Client is responsible for the quality of the content. Content must be declared as Explicit where appropriate and failure to do so may lead to the Release being rejected by the Digital Service Provider.
5.5 The Client shall pay the charges for the Service in accordance with clauses 7 and 8 below.
5.6 The Client will be responsible for obtaining and holding all consents, licences, permissions and other similar instruments applicable to material it supplies to EmuBands for incorporation into the Service, including without limitation; copyrights, trademarks, logos, patents and all such similar instruments and for making any payments due to any party for the use of such materials and wholly indemnifies EmuBands in any third party claims resulting as of a failure to do so.
5.7 The Client warrants and represents to EmuBands that any element of any material supplied to EmuBands for inclusion in a Release, are owned by the client, or that the client has permission from the rightful owner to use each of these elements and that EmuBands’ use of such material shall not infringe the intellectual property rights of any third-party. For the avoidance of doubt this includes any element of any Artwork, Metadata, and/or Sound Recording including where applicable any permissions required for the underlying musical composition(s).
5.8 The Client is responsible for gaining permission to use any Intellectual Property not owned by the Client. EmuBands takes no responsibility for such undertakings.
5.9 The Client will be responsible for payment of Mechanical Royalties on sales of downloads from certain territories including but not limited to Mexico (for downloads up to and including December 2017), USA, Canada, Pakistan and India. EmuBands will endeavour to assist the Client in assessing their Mechanical Royalties liability.
5.10 Without prejudice to its rights in terms of Clause 10 hereof, EmuBands is entitled to suspend or terminate the client’s use of the Service if the client fails to comply with any of its obligations under clauses 4, 5 or 6 herein.
5.11 The Client is responsible for providing a satisfactory level of cooperation and for providing all necessary information and access to enable EmuBands to deliver a quality service including;
5.11.1 provision of the correct Metadata, Artwork, Approved Image and Sound Recording(s) to allow EmuBands to distribute the Release.
5.11.2 nominating the Digital Service Provider(s) to which they want the Release to be distributed, either initially when creating an Order or after the Point of Distribution by re-visiting the DSP selection page for a Release(s).
5.11.3 choosing any additional Services that may be offered from time to time, either initially when creating an Order or after the Point of Distribution by using the relevant opt-in mechanism for that additional Service.
5.12 The Client is responsible for revision of content including checking of grammar and spelling mistakes or content incorrectly worded or phrased.
5.13 The Client is responsible for calculating and paying their own royalty-related VAT. The VAT is applicable to the royalties as described in Clause 9.
5.14 The Client agrees that they shall not engage in, permit or allow any third parties to engage in any activities that EmuBands believe (in their sole discretion) constitutes or could be considered Streaming Manipulation.
5.15 The Client should be aware that Streaming Manipulation may be as a result of a third party action – such third parties can be but are not limited to distribution companies, marketing and promotion companies, record labels, sub-publishers acting on behalf of the Client and the Client understands that it is their responsibility to ensure that any third parties engaged are of a reputable standing as any Streaming Manipulation, and subsequent consequences, will be the responsibility of the Client and will constitute a Material Breach of these Terms and Conditions.
5.16 Should EmuBands have reasonable grounds to suspect, or have been advised by any third party or platform, that any Sound Recording or Release provided to them by the Client is involved in, has generated revenue or has been in any way subjected to any form of copyright infringement, fraudulent activity, Streaming Manipulation or breach of any other Intellectual Property right hereunder referred to or as designed under the Copyright Designs and Patents Act 1988, then EmuBands reserve the right, at their sole discretion, to:
• place the Client’s account under investigation, this investigation will be completed timeously, but the Client accepts that EmuBands cannot confirm an end date for the investigation;
• immediately freeze any payouts due to the Client; and
• halt any self-billing invoices from being generated.
5.17 If EmuBands raise an investigation, you understand and accept that for the duration of the investigation you may not have access to your account, which includes any Sound Recording(s), Release(s) and/or any other materials provided and any royalties which may be due to you.
5.18 If EmuBands raise an investigation, the Client agrees to provide EmuBands with any and all reasonable information that EmuBands require to conduct the investigation.
5.19 The Client understands and agrees that EmuBands may contact third parties including DSPs to determine whether there has been any Streaming Manipulation and that any positive affirmation to this by the third party or DSP or through any reporting received by EmuBands direct from a DSP that details any Streaming Manipulation shall be considered absolute and indisputable.
5.20 If, as a result of EmuBands’ investigation, EmuBands are able to determine that there has been no instance of Streaming Manipulation, then Client payouts and invoices may be restored.
5.21 If, as a result of EmuBands’ investigation, EmuBands are able to determine that there has been an instance of Streaming Manipulation then EmuBands, at their sole discretion reserve the right to;
• issue takedown notices for ALL recordings on the Client’s account, unless the Client can supply clear and concise evidence to EmuBands within 14 days to be able to demonstrate that the activity is legitimate. EmuBands reserve the right to accept or reject any evidence supplied by the Client;
• pass any charges (including any legal fees) received by any third party or DSP onto the Client; and
• apply a charge of £100 to the Client’s account.
5.22 The Client agrees that in this instance, all royalties currently held by EmuBands and due to the Client will be immediately forfeited and retained in full by EmuBands, for the avoidance of doubt, this is to include all uncollected royalties which may be due to the Client.
5.23 The Client agrees that any and all royalties paid out to your account as a result of Streaming Manipulation are to be repaid to EmuBands immediately.
5.24 The Client agrees that in the instance there are insufficient funds held in the Client’s account to cover the above charges then EmuBands will invoice the Client for the difference, which is to be paid in full to EmuBands within 30 days upon receipt of the invoice. Failure to settle the invoice will result in the debt being passed over to debt collectors to obtain the amounts on our behalf.
5.25 For the avoidance of doubt, the Client will not be entitled to a reimbursement for any fees paid to EmuBands by the Client.
6. Changes
6.1 Should the Client wish to make changes to a Release after the Point of Distribution such change shall be requested by the Client by raising a support ticket through their EmuBands account. EmuBands shall advise the Client of any additional reasonable Service Charges as a result of this request and will proceed with the request once payment has been completed.
7. Service Charges
7.1 Charges for the Service shall be based upon the client paying for the Service in advance.
7.2 The prices charged initially shall be those stated on the website and confirmed in the Order Confirmation provided to the Client.
7.3 No Service will commence until payment has been received.
7.4 Services will be commenced within one Working Day of receiving the payment.
8. Payment of Service Charges
8.1 Prices include VAT (where applicable) which shall be charged at the prevailing rate.
8.2 Payment is made through Stripe or by deduction from any surplus in the Client’s royalty account or by any other means pre-agreed by EmuBands.
8.3 Without prejudice to the foregoing, all charges for Services are refundable in the event of Early Cancellation by the Client.
8.4 Services will only cover services originally agreed at the time of contract and further work is subject to
quotation.
8.5 The Client shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to EmuBands.
8.6 If you are late in making a payment under this Agreement for 30 consecutive days or more, we reserve the right to commence a debt recovery process and thereafter where applicable enter the small claims process or other legal action. You shall be responsible for all costs, expenses and losses associated therewith (including lost profit) in entering the small claims process to recover payments due to us.
9. Payment of Royalties to You
9.1 EmuBands shall account for and pay to the Client 100% of EmuBands receipts’ from usage and exploitation of the Client’s Sound Recordings and other Intellectual Property via the Digital Service Providers; please note EmuBands shall retain 0% of such receipts. In the case of a Material Breach as outlined in this Agreement and where a third-party’s rights have been infringed upon, EmuBands reserves the right to pay the relevant royalties to that third-party instead of to the Client where required to do so.
9.2 EmuBands shall render royalty reporting data to the Client via the Client’s user account on a best endeavours basis within 30 working days of receipt of statements, acceptable royalty reporting data, and full payment from each Digital Service Provider and EmuBands shall pay the Client all monies claimed by the Client via the Client’s user account within 10 working days of the Client requesting payment subject to sufficient funds being received by EmuBands from the Digital Service Providers. If insufficient funds have been received by EmuBands from the Digital Service Providers then payment from EmuBands to the Client will occur once sufficient funds have been received by EmuBands from the Digital Service Providers.
9.3 Prior to 1st January 2021 all amounts account by EmuBands to the Client were inclusive of VAT where applicable.
9.4 From 1st January 2021 all amounts accounted by EmuBands to the Client will be exclusive of VAT where applicable and, subject to EmuBands and the Client completing an HMRC VAT approved self-billing agreement, EmuBands will supply VAT invoices to the Client on the Client’s behalf. For the avoidance of doubt EmuBands will act as a Principal for VAT purposes in such arrangements. Furthermore, any VAT disclosed on such invoices is the liability of the Client to report via its UK VAT return to HMRC. Every Client will be required to complete a self-billing agreement (regardless of their UK VAT registration status) before EmuBands will raise any invoices on their behalf and therefore make any payments to them. Failure to do so may result in a delay in any payments due being made to you.
9.5 Withholding Tax
9.5.1 It is a requirement of use of the Service that the Client will notify EmuBands of their country of tax residence via the tax and self-billing pages within the EmuBands dashboard however EmuBands reserves the right to ask for further proof of the Client’s location such as a Certificate of Residence from the tax authorities of the Client’s country of tax residence.
9.5.2 the Client, if located outside of the United Kingdom;
9.5.2.1 if the Client is located in a tax jurisdiction with which the United Kingdom has a double taxation agreement then all amounts accounted by EmuBands to the Client will be paid ‘gross’ and no withholding tax will be deducted, subject to EmuBands being satisfied with proof offered by the Client to confirm the Client’s tax location. If EmuBands requests further proof of the Client’s location, then until such time that EmuBands is satisfied with such proof then EmuBands may at its discretion deduct withholding tax at the prevailing rate according to the double taxation agreement in force between the United Kingdom and the Client’s country of tax residence. For the avoidance of doubt, the Client should be able to reclaim such deductions from their tax authorities subject to the processes of such tax authorities.
9.5.2.2 if the Client is located in a tax jurisdiction with which the United Kingdom does NOT have a double taxation agreement, then EmuBands will deduct withholding tax accordingly and all amounts accounted by EmuBands to the Client will be paid net of Withholding Tax at the prevailing
rate which as at 14th March 2022 is 20%.
9.6 In order to assist the Client in assessing their withholding tax situation a list of countries with which the United Kingdom has a double taxation agreement is available from the following link on the United Kingdom Government’s website: https://www.gov.uk/government/collections/tax-treaties
9.7 Payments from EmuBands to the Client are normally made via Wise (www.wise.com) or PayPal (www.paypal.com) and shall be subject to deductions charged by the nominated third-party. Any payments from EmuBands to the Client made by bank transfer to a UK bank account shall be subject to a 1 (One Pound) administration charge. Payments from EmuBands to the Client made by bank transfer to a non-UK bank account will be subject to an administration charge to be communicated to and accepted by the Client before such payment takes place. No such administration charge shall be applied by EmuBands for payments made via PayPal or by Wise although PayPal and Wise will deduct charges.
9.8 The Client may, only once and after the term has expired, review accountings received by EmuBands to confirm the accuracy of statements provided to the Client hereunder.
10. Termination
10.1 EmuBands shall be entitled to suspend or terminate provision or use of the Service in accordance with clause 5.10.
10.2 Without prejudice to any other rights to which it may be entitled, EmuBands may terminate provision or use of the Service (including the option to reject a Release) respectively with immediate effect if the Client commits any Material Breach of any of the terms of the Agreement. In such circumstances EmuBands shall issue so-called takedown notices to any and all Digital Service Providers to which any and all of the Client’s Releases have been distributed fourteen days after EmuBands notifies the Client of the Material Breach. This fourteen day period gives the Client adequate time to find a replacement service. For the avoidance of doubt, EmuBands will not be responsible for any loss of revenue that may be experienced by the Client during this replacement period, nor will they be responsible for any costs associated with the setting up of said new replacement service.
10.3 The Client can cancel at any time however if the Client requests Early Cancellation then EmuBands will refund the Contract Price in full. EmuBands offers no refund if cancellation is after the Point of Distribution, this issue is at the discretion of EmuBands.
10.4 EmuBands may terminate provision of the Service immediately if the Client becomes insolvent or put into liquidation or administration or otherwise ceases to carry on business.
10.5 Further to the behaviour as defined as a Material Breach, EmuBands will not tolerate the Client being rude or offensive or otherwise abusing the EmuBands Service in any way and reserves the right to terminate the Service with immediate effect (and without refund) as a result of such behaviour (at EmuBands discretion). EmuBands reserves the right to terminate the Agreement with a user (without refund) if they engage in offensive behaviour (on or off platform) in any way including;
10.5.1 sending abusive, threatening, racist, bigoted, politically extreme and/or homophobic messages via text, e-mail or social media or engaging in any such type of offensive behaviour (including far-right behaviour) in public and/or inviting ‘pile-ons’ against staff for any reason and including any behaviour deemed offensive by our staff, partner companies or suppliers including our Digital Service Provider partners, and the Client agrees that this issue is at the sole discretion of EmuBands.
10.6 EmuBands reserve the right to terminate if the Client fails to adhere to any legal requirements or regulation.
10.7 Where the Client has contracted for non-subscription-based Services from EmuBands We will automatically continue to supply services on an ongoing basis unless otherwise instructed by you the Client. Where the Client has contracted for subscription-based Services from EmuBands we will supply services until such subscription ceases. For the avoidance of doubt the Client may issue a so-called takedown request for any of the Client’s Releases at any point without resulting in the termination of the Agreement and thus allowing the Agreement to continue for any other Release(s) which were not subject to a takedown request and that remain available to the public via a Digital Service Provider. Client understands that once the Services have ceased, EmuBands will continue to provide royalty reporting for as long as any royalties attributable to the Client’s Sound Recordings and Releases are reported to EmuBands by any Digital Service Provider.
10.8 In the event of termination of the Service by either EmuBands or the Client, any personal data relating to the Client’s Release history will be retained by EmuBands and will continue to be used and accessed when required. The Client can continue to access this information via their EmuBands artist’s account. Should the client wish for this information to be erased, they must submit a request for erasure of personal data by contacting us.
11. Warranty given by EmuBands Ltd
11.1 EmuBands undertakes to use reasonable skill and care in providing the Service as described on the Website.
12. Disclaimer and Limitation of Liability
12.1 The Client uses the Service at its own risk and in no event shall EmuBands be liable to the Client for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from EmuBands negligence) including, but not limited to, loss of profits, loss of contracts, change in the Client’s circumstances, business interruptions or the Client’s inability to use the Service, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.
12.2 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and EmuBands becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence but specifically excluding personal injury or death resulting from EmuBands negligence) or otherwise, will not exceed the total charges paid by the Client preceding such liability arising.
12.3 The Client must make every effort to secure the Client’s username and passwords (including usernames and passwords for any sub-accounts), and should not under any circumstance disclose their username and password details to a third-party or by an e-mail request. EmuBands, nor its directors, employees or representatives will be liable for damages arising out of or in connection with the use of this Website or the information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind.
12.4 It is the Client’s responsibility to maintain an updated browser, firewall or anti-virus and anti-spyware software. The Client must protect their devices and ensure they update all security software by downloading the latest security patches from relevant software providers.
12.5 EmuBands cannot guarantee 100% uptime and endeavours to provide Services as described on the website to the best of its ability.
12.6 EmuBands is not responsible for the Client generating any royalties via Digital Service Providers or their failure to do so. EmuBands has no liability with regards to such matters.
12.7 EmuBands will not be held responsible for any delay to the Service if payment is not received pursuant to clause 8.2 hereof.
12.8 EmuBands is not responsible for third-party mistakes or external delays and will not accept delay in payment to us from you as a result of such circumstances.
12.9 EmuBands do not take any responsibility for the methods used by Digital Service Providers to calculate royalties for usage of Sound Recordings or Releases or for the process of calculating and paying so called Mechanical Royalties or so-called Performance Royalties due to collection societies, publishers, and songwriters or for the changeable nature of royalty policy or process of any country, territory or jurisdiction.
12.10 The Client is responsible for ownership of the Intellectual Property (and is deemed the Rightsholder), and for gaining permission to use the Intellectual Property. EmuBands takes no responsibility regards such issues. The types of Intellectual Property required for distribution to each service vary depending on the Digital Service Provider. A summary of the specific terms and conditions of each Digital Service Provider can be found and viewed via the EmuBands dashboard.
12.11 In the event that your data is ever lost, corrupted or stolen, EmuBands will contact you within 72 hours of the event occurring to inform you the data breach and the conditions surrounding the breach. This response time is in keeping with the guidance provided by the Information Commissioner’s Office.
13. EmuBands Proprietary Rights
13.1 All Intellectual Property Rights in the materials on this Website (as well as the organisation and layout of this Website) together with the underlying software code are owned by, licensed or authorised to EmuBands, its assignees, licensees or sub-licensees thereof and the copyright in the text, artwork, graphics and images on the Website is owned by EmuBands or its licensors or its content or technology providers except where otherwise specified. Nothing in these terms and conditions transfers to you any rights of ownership of such intellectual property rights, or constitutes a licence to use such intellectual property rights other than to the extent expressly set out in these terms and conditions. Without Our prior written permission, you may not copy, modify, alter, publish, broadcast, distribute, sell or transfer any material on this Website or the underlying software code whether in whole or in part. However, the contents of this Website may be downloaded, printed or copied for your personal non-commercial use.
14. Intentionally Deleted
15. Royalties, Fees and Miscellaneous
15.1 If EmuBands suspects the Client of inappropriate or malicious behaviour including but not limited to actions such as the artificial manipulation of streams or otherwise fraudulently earning royalties or of copyright infringement or of any infringement of any third-party Intellectual Property, We reserve the right to place a block on the Client receiving any payments of royalties while and for as long as any investigations are carried out. In the event that such investigation finds that no wrongdoing has taken place We will remove the block of royalty payments with immediate effect. The Client understands that EmuBands may require up to six months to investigate behaviour and that should any investigation uncover any wrongdoing then any block of royalty payments to the Client may be extended by a further six months and that any payments which should be paid to a third-party instead of to the Client may be made to such third-party accordingly and any and all Releases under the Client’s EmuBands account will be removed from any and all Digital Service Provides and no refunds will be given to the Client.
15.2 EmuBands reserves the right to reclaim any reasonable chargeback fees incurred by EmuBands from any payment provider should the Client act in bad faith and seek a refund for any Order beyond the Point of Distribution. EmuBands may make a deduction from the Client’s royalty balance accordingly and should such deduction reduce the Client’s royalties balance to below zero then EmuBands may issue an invoice for the negative balance and the Client agrees to make payment for this invoice within 10 working days. Failure to make prompt payment will result in action being taken against the Client as per clause 8.6 of this Agreement.
15.3 EmuBands are not responsible for any errors or delays as a result of the Client entering incorrect payment details for any royalty payment requests (for example wrong bank account number, sort code, IBAN or PayPal account e-mail address etc). In the event that any royalty payment is returned to EmuBands, We reserve the right to apply an administrative charge of £10 per occurrence from the third occurrence onwards. Any such administrative charges along with any other charges incurred by EmuBands as a result of any royalty payment being returned to EmuBands will be deducted from the Client’s royalty balance accordingly and should such deduction reduce the Client’s royalties balance to below zero then EmuBands may issue an invoice for the negative balance and the Client agrees to make payment for this invoice within 10 working days. Failure to make prompt payment will result in action being taken against the Client as per clause 8.6 of this Agreement.
15.4 EmuBands may engage with a third-party to monetise smart links of the Client’s Release by means of tracking any accounts created with a Digital Service Provider by an end-user after said end-user has clicked through to such Digital Service Provider’s platform from a smart link containing the Client’s Release. Any resultant commission generated and reported to EmuBands will be shared on a 50/50 basis by EmuBands and the Client.
15.5 the Client may convert some of their royalties balance into a voucher that may be used to purchase Services from EmuBands. Any such voucher will expire after 5 years from the date of its creation and any remaining credit at that point will be forfeited by the Client.
15.6 the Client understands that the Bulk Discounts programmes has now ended as at 14th March 2022, and any outstanding balances have been converted to vouchers with an expiry date of 14th March 2027.
15.7 the Client understands that the so-called refer & earn programme and any commission programmes have now ended as at 14th March 2022, and any outstanding balances due to the Client have been converted to vouchers with an expiry date of 14th March 2027.
15.8 The Client is aware that any so-called playlist pitching services offered by EmuBands will have no guarantee attached to the outcome. The Client understands the nature of pitching for playlists and editorial features and acknowledges that:
15.8.1 We will use our skill and experience to help identify the most relevant playlists and features for their Release(s).
15.8.2 We cannot guarantee that we will find any relevant playlists and features for their Release(s).
15.8.3 We cannot guarantee success in procuring placements.
15.8.4 We will not receive any feedback as to why specific Digital Service Providers did not feature specific Sound Recordings or Releases.
15.9 The Client agrees and understands that Digital Service Providers have varying standards for Metadata and may alter the Metadata related to any Release, and that EmuBands has no control over such style guides, or the incidence or impact of any changes made by the Digital Service Providers to any Release’s Metadata.
15.10 The Client must have obtained in writing all necessary licenses, consents and permissions from any individuals other than you whose performances are contained or connected to the Release (including any original copies, samples or master version, including the Artwork) and/or any parties that have granted rights or rendered services in connection with the Release. The Client is solely responsible for all third-party clearances and payments due in relation to the Release prior to the EmuBands Service commencing.
16. Force Majeure
16.1 EmuBands shall not be liable to you or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Service, if the delay or failure was beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control:
16.1.1 act of god, explosion, flood, tempest, war, fire or accident; weather; pandemic.
16.1.2 technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery against agreed third-party commitments, for example failure of Digital Service Providers to supply services.
17. Statutory Information
This website is owned and operated by:
EmuBands Ltd
Unit 5.02, The Whisky Bond,
2 Dawson Road,
Glasgow G4 9SS,
United Kingdom.
18. Privacy and Data Protection
18.1 Please read our Privacy Policy. You hereby warrant that the supply of any other person’s personal information (as defined in the European Union General Data Protection Regulation 2018) is made on behalf of and with the express permission of the other party concerned.
19. Transferring Personal Data Out of the European Economic Area (EEA)
19.1 From 1 January 2021, EmuBands will rely on the European Commission’s Standard Contractual Clauses (SCCs) for transfers of personal data out of the European Economic Area to processors established in third countries. As a provider of Data Controller Services, EmuBands will also include and abide by the SCCs for transfers of personal data to controllers established in third countries.
20. Assignment
20.1 EmuBands shall be entitled to subcontract, assign or transfer our obligations or rights to a competent thirdparty or to any associated company whether in whole or in part. The Client may not assign or transfer any of your rights or obligations without our written consent.
21. General
21.1 These terms and conditions contain all the terms of your agreement with us relating to your use of this Website. No other written or oral statement (including statements in any brochure or promotional literature published by us) will be incorporated. Your use of this Website, any downloaded material from it and the operation of these Conditions shall be governed by, construed and interpreted in accordance with the law of Scotland and you agree to submit to the jurisdiction of the Scottish courts.
21.2 Failure or delay by EmuBands in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.
21.3 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.
22. Governing Language
22.1 For all purposes, this English language version of this Agreement shall be the original, governing instrument and understanding of the parties. In the event of any conflict between this English language version of the Agreement and any subsequent translation into any other language, this English language version shall govern and control.
The Copyright in these Terms & Conditions is owned by Create Ts and Cs – www.createtsandcs.com. All content and materials is the sole property of Create Ts and Cs. Create Ts and Cs, hereby grants EmuBands Ltd a nonexclusive, non-transferable licence to use and display, Create Ts and Cs-own both the content and materials solely in connection with the Work.