T&Cs

EmuBands Terms and Conditions

Welcome to the EmuBands terms and conditions. We hope you are enjoying your visit to our Website and find the content and services useful. Please note that by using this Website 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; please do not use or access this Website. You must read and accept all of the terms and conditions of business contained herein together with our Privacy Policy before you may use or access the Website in any way.

1. Introduction

1.1 EmuBands offers a digital content distribution service (“the Service”). “EmuBands” is a trading name of EmuBands Ltd, 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.

1.2 By using this Website, subscribing to Services and/or placing an Order 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 on its order acknowledgement. They supersede any written or oral representations, statements, understandings or agreements.

1.4 From time to time, it will be necessary to update the terms and conditions and you agree to be bound by the new terms and conditions after the implementation date for the revised terms and conditions.

Definitions

In this Agreement:-

“Agreement” means these terms and conditions together with the Client’s Order as confirmed in EmuBands Ltd’s Order Confirmation.

“Client “means a client who is an individual, company, firm, corporation or public authority and anyone who generates intellectual property and who uses the Service.

“Band Representative” means the individual band member who is the contact point with EmuBands and whom will issue instructions on behalf of the Client.

“Release” means a collection of Recordings, Metadata and Artwork that the client must upload to allow EmuBands to distribute, as a Single, EP or Album.

“Recording” means an individual sound recording that appears on a Release. “the Contract Price” means the price for the Service set out on the Website.

“the Website” means the EmuBands website operating under the domain name of http://www. EmuBands.com.

“Early Cancellation” means the Client requesting cancellation prior to the Point of Distribution. “Single” means a collection of one or two sound recordings.

“EP” means a collection of three, four or five sound recordings.

“Album” means a collection of six or more sound recordings.

“Order” means the Client’s instruction to EmuBands to proceed with the Service.

“Point of Confirmation” means the point when the Client has confirmed the details of their 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.

“Mechanical Royalties” means the royalties due to publishers and/or songwriters on permanent downloads of Recordings.

“Order Confirmation” means the email acceptance sent by EmuBands following receipt of the Client’s Order.

“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, and applications for any of the foregoing, together with the goodwill thereon.

“Digital Service Provider” means the website(s) or app(s) where the Release will be available to the public including but not limited to iTunes and Spotify.

“Metadata” means specific type of information required by EmuBands to allow them to deliver the Service(s).

“Approved Image” means the likeness or photo of the artist or band that they have approved the use of to market and promote the Recording.

“EmuBands Client Service Policy” means the open policy allowing Clients to contact EmuBands by telephone on +44(0)141 416 1735, email or click the chat button in order to seek further advice or assistance on an as and when available basis.

“EmuBands Refer and Earn Services” means the incentive offered by EmuBands to reward referrals passed to EmuBands by the Client resulting in a New Client for EmuBands.

“New Client” means a referred Client who contracts with EmuBands and has passed the Point of Distribution.

“Artwork” means the artwork required to be displayed by Digital Service Providers.

“Writing” includes any written paper document, any fax and any email correspondence.

“Working Day “means within the hours of 10.00am to 6.00pm, Monday to Friday only, not including weekends, bank or statutory holidays.

2. Service provision

2.1 EmuBands will provide an order acknowledgement for all orders placed but reserves the right to accept or reject any Order at its sole discretion.

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 or business reasons.

2.4 EmuBands encourages any interested or potential Clients to make contact with EmuBands if a further explanation of the web service is required. We are contactable on info@EmuBands.com or by telephone +44(0)141 416 1735.

2.5 EmuBands reserve the right to classify a Recording as explicit. EmuBands will be the sole arbiter with regards to this issue.

2.6 EmuBands will also provide email updates to the EmuBands community offering our Clients updates regards royalties available in their account. Please note any request to unsubscribe from this email service will result in the Client receiving no such update.

3. Your Intellectual Property Rights
All Intellectual Property Rights to the Release are owned by the Client. 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 by the Agreement (including a non-exclusive right to use the Artwork and Client’s name, Approved Image and approved biographical information in connection there with).

4. Basis of Use of the Website

4.1 You agree to the following:-

4.1.1 that you are aged 18 or over and are legally capable of entering into binding contracts;

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 on the Website for your own private purpose and will not publish, reproduce, store or retransmit any of the information contained in 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) whatsoever 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 breach of your obligations under his 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 by means of an Order Confirmation (whether or not funds have been deducted from your account). If we do not accept your Order 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 a form and create an account. This may include the provision of security information such as your identification details and password(s). You agree that you will be responsible for ensuring that such security information is kept secure and confidential at all times. 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 and complete. EmuBands reserves the right to verify the eligibility of all registers.

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, permits and other similar instruments applicable to material it supplies to EmuBands for incorporation into the Work, including without limitation copyrights, trademarks, logos, patents and all such similar instruments.

5.7 The Client will be responsible for payment of Mechanical Royalties on sales from certain territories including but not limited to USA, Mexico, Canada, Pakistan and India. EmuBands will use best endeavours to assist Client in assessing their Mechanical Royalties liability.

5.8 The Client warrants and represents to EmuBands that any element of text, graphics, photos, designs, trademarks or other material supplied to EmuBands for inclusion in the Work 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.

5.9 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.

5.10 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;

5.10.1 provision of the correct Metadata, Artwork, Approved Image and Recording(s) to allow EmuBands to distribute the Release.

5.10.2 nominating the Digital Service Provider(s) they want the Release to be made available through.

5.10.3 choosing additional Services for example chart registration.

5.11 The Client is responsible for revision of content including checking of grammar and spelling mistakes or content incorrectly worded or phrased.

5.12 The Client is responsible for gaining permission to use Intellectual Property not owned by the Client. EmuBands takes no responsibility for such undertakings.

5.13 The Client is also responsible for calculating and paying their own royalty related VAT. The VAT is applicable to the royalties as described in clause 9.

5.14 EmuBands Refer and Earn Services are subject to additional terms and conditions including;

5.14.1 Where the Client has participated in the EmuBands Refer and Earn Services, the Client will only receive the reward when the referred party has contracted with EmuBands, paid in full and progressed to the Point of Distribution.

5.14.2 the Client will receive the reward within 14 days subject to clause 5.14.1.

6. Changes

6.1 Should the Client require a change in the nature, scope or timing of the Service or in or any other aspect of this Agreement, such change shall be requested in writing. EmuBands shall advise the Client of the effects including any increase in the Service charges which may result and the Agreement shall be modified to reflect such changes including to the Service charge and/or duration which may be agreed.

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.

7.5 With regards to payment for additional Services, EmuBands may deduct the amount chargeable from the surplus in the Client’s account subject to approval by the Client.

8. Payment of Service charges

8.1 Prices include VAT which shall be charged at the prevailing rate.

8.2 With regard to payment, the payment is made through PayPal. The payment shall be paid in advance of Service commencement.

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 more fully described in the Order Confirmation.

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 the debt recovery process and thereafter where applicable enter the small claims process or other legal action. You shall reimburse us on demand for all costs, expenses and losses associated therewith (including lost profit) or enter the small claims process to recover payments due if necessary.

9. Payment of Royalties to You

9.1 EmuBands shall account for and pay to the Client 100% of EmuBands receipts from sales of Recordings via the Digital Service Providers and EmuBands shall retain 0% of such receipts. EmuBands shall render to the Client statements via the Client’s user account on a best endeavours basis within 20 working days of receipt of statements and 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 Services. If insufficient funds have been received by EmuBands from the Recordings then payment from EmuBands to the Client will occur once sufficient funds have been received by EmuBands from the Digital Service Provider. All amounts accounted by EmuBands to the Client will be inclusive of VAT where applicable. For the avoidance of doubt this means that if Client is required to pay VAT then the relevant VAT amount will be a deduction by Client from the amounts accounted to the Client by EmuBands, and EmuBands will not be liable to make any additional payment to the Client or HMRC in respect of VAT or otherwise. 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 for payments made via PayPal. 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 the Service in accordance with clause 5.9.

10.2 Without prejudice to any other rights to which it may be entitled, EmuBands may terminate provision or use of the Service respectively with immediate effect if the Client commits any material breach of any of the terms of the Agreement and the breach remains un-remedied after thirty days of the Client being notified by EmuBands of the breach and of EmuBands intention to terminate unless the breach is remedied.

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 EmuBands will not tolerate Clients being rude or offensive or otherwise abusing the EmuBands Service in any way and reserves the right to terminate the Service with immediate effect as a result of such behaviour (at EmuBands discretion).

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 our Services from EmuBands we will automatically continue to supply services on an ongoing basis unless otherwise instructed by you the Client.

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 Clients circumstances, business interruptions, loss of or corruption of data 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 their Client’s name and Passwords, and should not under any circumstance disclose their Client’s name and Password details to a third party or by an email 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 Clients responsibility to maintain an updated browser, firewall or anti-virus and anti- spyware software. The Client must protect their Computer 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.

12.6 EmuBands is not responsible for the Client making sales from their website or for failure to do so.

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 Mechanical Royalties process or the changeable nature of any country’s royalty policy or process.

12.10 EmuBands will use best endeavours to supply accurate mechanical royalty information from third parties however we will not be held liable for the accuracy of the information.

12.11 The Client is responsible for ownership of the IP or gaining permission to use the IP. EmuBands takes no responsibility regards such issues.

13. EmuBands Proprietary Rights
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. Force Majeure

14.1 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:

14.1.1 act of god, explosion, flood, tempest, fire or accident; weather.

14.1.2 technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of third party against agreed commitments including postal delivery services.

15. Statutory Information
This website is owned and operated by:
EmuBands Ltd,
Unit 5.02,
The Whisky Bond,
2 Dawson Road,
Glasgow,
G4 9SS.

16. Privacy and Data Protection
Please read our Privacy Policy. You hereby warrant that the supply of any other person’s personal information (as defined in the Data Protection Act 1998) is made on behalf of and with the express permission of the other party concerned.

17. Assignation

17.1 EmuBands shall be entitled to subcontract, assign or transfer our obligations or rights to a competent third party 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.

18. General

18.1 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.

18.2 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.

18.3 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

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.

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