Last modified: January 30th, 2014
Thank you for choosing Music KickUp Distribution. Before you can start taking full advantage of our Music KickUp Distribution Service, we need to enter into an agreement. To help you with the terms and conditions below, some of them are accompanied by reader-friendly explanations. Please note, however, that while the explanations are there to help you, they are for convenience only and not a part of the actual agreement. That’s why you should also read the entire agreement before accepting it.
The agreement below represents the terms and conditions governing the digital distribution of music through the digital distribution service platform provided by Music KickUp Oy (hereinafter referred to as ”Music KickUp Distribution Service”). By accepting the Agreement below (the “Agreement” or the “Terms”), you enter into a legally binding contract with Music KickUp Oy regarding the digital distribution of music via Music KickUp Distribution Service.
This Agreement is made by and between Music KickUp Oy, with its principle place of business located at Pohjolankatu 2, 00610 Helsinki, Finland (hereinafter referred to as “Music KickUp”) and you (hereinafter referred to as the “Licensor”), also individually referred to as the “Party” and together as the “Parties”.
THE PARTIES HEREBY AGREE AS FOLLOWS:
The following capitalised terms shall have the following meanings for the purposes of this Agreement:
“Distributor” is a third party distributor appointed by the Licensor through Music KickUp Distribution Service to digitally distribute Recordings subject to this Agreement as well as the terms and conditions governing the digital distribution by the Distributor as agreed on between Music KickUp and the Distributor.
“Licensor” is an individual or entity acting as the user of Music KickUp Distribution Service by way of releasing Recordings via Music KickUp Distribution Service for digital distribution purposes and by licensing the rights specified in Section 2 below to Music KickUp.
“Music KickUp Distribution Service” is a platform which enables the Licensor to release Recordings and have them digitally distributed according to the Terms.
“Recording” is any and all sound recordings released by the Licensor through Music KickUp Distribution Service, to which the Licensor owns or controls all necessary rights required for digital distribution as further defined in Section 2 below. The term Recording may also refer to names, photographs, videos, likenesses, artwork images, and other ancillary features and information related to the Recordings.
If you choose to digitally distribute your music through us, please read the following section very carefully, as it contains essential information about your rights.
This section defines the ways in which we may use the music and related material that you choose to upload onto the service for digital distribution purposes. We will only use the granted rights to your music to enable the digital distribution of the music by online stores selected by you.
Only the holder of the relevant rights to a piece of music is allowed to make copies of it and to make it available to the public. In order to distribute your music through the service, you will need to give us, as well as our partners, the right to create copies of your music and to make your music available to the public. For digital distribution purposes, you will need to grant us some rights on an exclusive basis, but only with respect to each digital distribution store that you choose. This is necessary because our digital distribution partners will only accept music to which you have given us certain exclusive rights. It is important that you read the following section very carefully.
Before uploading your music to the service, please make sure that you have not transferred the rights pertaining to such music listed in this section to anyone else.
Please also make sure that you do not choose any of your music to be digitally distributed by an online store that already distributes that particular music.
Music KickUp Distribution Service enables the Licensor to release any and all Recordings through Music KickUp Distribution Service. All rights, titles and interests in and to the Recordings remain in the ownership or control of the Licensor, except as set forth in paragraph 3 below.
The Licensor hereby authorises Music KickUp to act as its digital distribution representative by way of negotiating and entering into third party agreements for online distribution purposes with Distributors separately approved by the Licensor.
By appointing Music KickUp as its authorised digital distribution representative, the Licensor grants to Music KickUp, on an exclusive basis with respect to each separately approved Distributor, for the term of this Agreement, the rights necessary to make copies, transmit, communicate to the public, and otherwise use the Recordings for digital distribution purposes, including the right to:
The Licensor agrees that it shall not authorise Music KickUp to act as its digital distribution representative as for any Recordings already distributed by other digital distributors or other authorised digital representatives.
For avoidance of doubt, the Licensor understands that Music KickUp shall not enter into any digital distribution agreement with third party Distributors on behalf of the Licensor without the Licensor’s express consent.
The Licensor may at any time withdraw any Recordings from Music KickUp Distribution Service and make cancellation requests for the withdrawal of the Recordings from digital distribution by Distributors. All cancellation requests must be made in written form to Music KickUp. Music KickUp shall use its best efforts to ensure such withdrawals, subject to the terms and conditions of the agreements applicable to the digital distribution between Music KickUp and the Distributors. However, such cancellation requests shall not in any way limit the rights granted to Music KickUp and the Distributors prior to the submission of the cancellation request.
This section describes the facts that you acknowledge to be true as well as your responsibilities in connection with your use of the service. Please read them through carefully. The following is a summary of these responsibilities, but it does not include all the details described in the agreement.
Your use of the service must always be in accordance with the law. You are also not allowed to use the service or to upload any material that could be racist or in other ways harmful to others.
You must be the holder of all rights required for digital distribution. It is your responsibility to make sure that you do not violate the rights of anyone else by using the service, as well as to resolve any disputes regarding the ownership of the rights to any material uploaded by you.
Music KickUp represents and warrants that it shall not use the rights licensed hereunder for any other purpose or to a greater extent than provided herein.
The Licensor represents and warrants that the Licensor has read and understood the Terms set herein, and agrees to use Music KickUp Distribution Service in compliance with any and all of the provisions thereof. The Licensor agrees that Music KickUp Distribution Service may only be used for lawful purposes and agrees to abide by all applicable laws. Moreover, the Licensor agrees that it shall not in any way transmit any content that may be objectively considered harmful, defamatory, racist or obscene.
The Licensor represents and warrants that it owns or controls all rights licensed hereunder, and that the Licensor can, upon Music KickUp’s request, satisfactorily demonstrate the ownership or control of those rights. Furthermore, the Licensor represents and warrants that it is authorised to grant the rights to Music KickUp in the necessary extent as provided herein. Additionally, the Licensor represents and warrants that any use of Music KickUp Distribution Service does not in any way infringe or violate any intellectual property rights of any third party.
The Licensor agrees that, should the Licensor lose its rights to the Recordings released through Music KickUp Distribution Service, the Licensor shall immediately notify Music KickUp of such loss of rights and cease the use of Music KickUp Distribution Service to the extent necessary to prevent any infringement or violation of any third party rights. The Licensor also agrees to cease the use of Music KickUp Distribution Service to the necessary extent to prevent any infringement or violation of third party rights in the event of a dispute regarding the rights related to the Recordings released through Music KickUp Distribution Service for the time during which the dispute is pending.
Should the Licensor violate or infringe any third party rights by way of using Music KickUp Distribution Service, Music KickUp shall favour and support the rightful holder of such rights.
Furthermore, the Licensor agrees that it is the sole responsibility of the Licensor (and the respective third party) to resolve any dispute regarding the ownership or control of any rights related to the Recordings released through Music KickUp Distribution Service. Music KickUp is unaccountable for any infringement or violation of any third party rights caused by the Licensor, and Music KickUp shall have no responsibility to take part in any dispute arising between the Licensor and a third party. The Licensor agrees that it is the Licensor’s sole responsibility to cease the use of any aspect of Music KickUp Distribution Service that is or may be in violation of any third party rights, and that Music KickUp is not obligated to remove any such Recordings from Music KickUp Distribution Service. The said notwithstanding, the Licensor agrees that Music KickUp may at any time, at its sole discretion, cease the Licensor’s use of a part of Music KickUp Distribution Service or to terminate the Licensor’s use of Music KickUp Distribution Service completely for reasons related to any infringement or violation of third party rights by the Licensor.
Notwithstanding the foregoing, in the event of unauthorised use of any of the Recordings by third parties, Music KickUp may, at its discretion, provide the Licensor with one of its partners to assist in the legal proceedings in accordance with terms and conditions separately agreed upon.
This section defines the way in which we will collect royalties and other income on your behalf and pay them to you. Whilst we strive to refer 100 percent of the royalties and other income derived from the use of your music to you, you should understand that the payments made to you are subject to the terms and conditions determined by our partners. Additionally, we may have to deduct certain transactional costs and other expenses incurred to us in connection with the provision of our service to you.
Music KickUp shall collect all royalties and other income derived from the use of the Recordings through Music KickUp Distribution Service. The Licensor accepts that the royalty levels and applicable fees, as well as the payment thereof, are subject to the terms and conditions agreed upon between Music KickUp and the authorised third party Distributors.
Music KickUp shall maintain and keep complete and accurate books and records concerning the amounts payable to the Licensor arising from transactions relating to the distribution of the Recordings.
Music KickUp shall provide the Licensor with a report of the sale of the Licensor’s Recordings via Music KickUp Distribution Service and of the accrued royalties. Music KickUp shall post the report to the Licensor’s Music KickUp Account within a reasonable time from Music KickUp’s receipt of such reports from the Distributors.
Royalties and other related income accrued from the digital distribution of the Licensor’s Recordings and received by Music KickUp from the Distributors (hereinafter referred to as “Royalties”) shall be credited to the Licensor’s Music KickUp Account within ninety (90) days from the receipt of such Royalties by Music KickUp. For avoidance of doubt, only Royalties actually received by Music KickUp from Distributors shall be credited to the Licensor’s Music KickUp Account. Music KickUp shall not be responsible for any delay or neglect of payment by Distributors or other third parties.
Once the Royalties have been credited to the Licensor’s Music KickUp Account, the Licensor may, at the Licensor’s discretion, withdraw all or any portion the Royalties. The Licensor understands that it shall be responsible for all payment transaction costs and other related expenses connected to such withdrawals. Furthermore, the Licensor agrees that Music KickUp shall be entitled to deduct any applicable administrative charges, such as payment transaction costs and other related expenses, from the Royalties.
In the event that Music KickUp has reasonable grounds to suspect that any use of the Recordings by the Licensor is in breach of these Terms or infringes or violates any third party rights, Music KickUp may refuse to make any payments to the Licensor until a satisfactory resolution of the matter is obtained.
Furthermore, the Licensor understands that any costs incurred in connection with the infringement or fraudulent activities by the Licensor, including legal fees and expenses, may be deducted from the amounts otherwise payable to the Licensor.
It should be noted that the Licensor shall be solely responsible for filing and paying any and all applicable taxes and other obligations related to any income that the Licensor earns in connection with Music KickUp Distribution Service.
These Terms shall enter in to force on the date of acceptance of the Terms and shall remain in effect for an unlimited period of time, unless and until terminated by either Party as provided in section 6 below.
This agreement may be terminated by you at any time. We may terminate this agreement if you use the service against the provisions of this agreement or any applicable law.
The Licensor may terminate this Agreement at any time by providing Music KickUp with thirty (30) days prior written notice of termination.
Music KickUp shall have the right to terminate this Agreement with immediate effect, in the event of any material breach of this Agreement by the Licensor that is not remedied within 30 days following written notice of such breach.
Upon termination of the Agreement, Music KickUp shall discontinue all use of the Recordings and shall have no further right thereof, subject however to the limitations and obligations imposed by existing third party agreements.
Upon the termination of this Agreement and the Licensor’s use of Music KickUp Distribution Service, the Licensor shall provide Music KickUp with the necessary bank account information in order for Music KickUp to make payments of the Royalties already credited to but not withdrawn from the Licensor’s Music KickUp Account as well as Royalties accrued thereafter. Music KickUp shall continue to make payments to the Licensor for as long as it receives Royalties. This paragraph shall survive the termination of this Agreement.
As we develop the service further, we may have to make changes to this agreement. We will send you a notice of these changes 30 days before they are to take effect. It is important that you read the notices because your use of the service after the 30 days’ notice period will mean that you have accepted the changes.
Music KickUp reserves the right to amend this Agreement provided that Music KickUp shall give the Licensor a written notice of such proposed changes thirty (30) days prior to the effective date. The Licensor’s continued use of Music KickUp Distribution Service after the notice period shall constitute acceptance of such amendment.
If any provision or term of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected.
Music KickUp reserves the right to assign the rights and obligations under this Agreement to one or more of its affiliates or to any successor entity by way of acquisition, merger, sale of assets, or otherwise, without the Licensor’s consent.
This Agreement shall be governed by and construed in accordance with the Laws of Finland without reference to the conflict of law rules.
All disputes arising from the application of this Agreement shall be settled in the District Court of Helsinki, Finland.
Last modified: May 22nd, 2018
1. The information Music KickUp collects
In order to enable your registration and use of the Service, Music KickUp needs to collect certain information by which you are individually identifiable (i.e. your personal information). Music KickUp collects basic information, which may include your name, address, e-mail address, phone number, date of birth, username and password. In connection with certain parts of the Service, Music KickUp may also need your social security number, company identification details and / or tax identification number.
Information regarding you as a musician and your music may also be collected. This may include information such as your stage name or the name of your band as well as any associated musicians, the names of your songs and albums, release and recording dates, and the names of the rights holders to the songs, albums or other ancillary materials.
Additionally, Music KickUp may need to collect your credit / debit card information in order to collect certain fees and charges from you and to identify you, as well as your bank account information, in order to make possible service related payments to you.
2. The use of information collected
Music KickUp uses the information collected from you in order to offer you any and all aspects of the Service as selected by you. This may include enabling you to commercially publish your music as well as any distribution of such music by Music KickUp’s partners; collecting royalties and other income on your behalf and making payments to you; collecting fees and other payments from you; and acquiring industry connections as well as other administrative support in music industry related matters.
Music KickUp may additionally use the information concerning you as a musician as well as your music in order to analyse your popularity and sales, and such analyses may be provided to third parties.
It should be noted that Music KickUp shall not use or disclose the collected information for any other purpose than the Service.
3. Protecting the information
Music KickUp uses a secure server and all information regarding your credit card and other bank transactions is transmitted via Secure Socket Layer (SSL) technology and encrypted into the database of payment gateway providers. As a rule, no credit card information or other personal information is stored on Music KickUp’s servers in connection with transactions requiring payment.
Whilst Music KickUp is committed to protecting your information and takes reasonable protection precautions, no security measures are entirely secure and Music KickUp cannot guarantee the complete security of your information.
Cookies are files containing an identifier (i.e. a string of letters and numbers) that is sent by a web server to a web browser and stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server. Cookies are used by web servers to identify and track users as they navigate different pages on a website and to identify users returning to a website. Cookies may be "persistent" cookies or "session" cookies. A persistent cookie consists of a text file sent by a web server to a web browser, which will be stored by the browser and will remain valid until its set expiry date (unless deleted by the user before the expiry date). A session cookie, on the other hand, will expire at the end of the user session when the web browser is closed.
In connection with the Service, Music KickUp uses both persistent and session cookies as described below:
5. Disclosure of information to third parties
In order to provide you with certain aspects of the Service, Music KickUp may need to disclose your information to certain third parties such as Music KickUp’s redistributors. Such information will, however, only be shared with your consent. Authorising Music KickUp to represent you in any way through the Service shall mean that you have consented to the sharing of your information with third parties to the extent necessary in order to provide the Service.
Music KickUp may disclose the information in order to comply with the law. Music KickUp may also disclose information when, according to its reasonable discretion, it may be necessary to enforce service terms or any of the agreements between you and Music KickUp, which may include the protection of the intellectual property rights of others.
Music KickUp reserves the right to transfer your information to third parties to allow a merger, acquisition or sale of all or a portion of Music KickUp’s assets.
Visitor information which does not contain personally identifiable information may be disclosed to third parties for reasons including, among others, marketing and advertising.
6. Transfer to other countries
7. Third party links
The Service is not intended for children under the age of thirteen (13), and children under this age are prohibited from using the Service or providing any personal information to Music KickUp. Music KickUp will not knowingly collect information from children under this age. In the event that Music KickUp discovers that personal information of children under the age of thirteen (13) has been provided to it, all such information will be deleted.
10. How you can access your data?
You can contact us anytime to request access to information or correct the information or delete the information that Music Kickup has about you. If you have any concerns about Music Kickup collection and storage of data, please contact us (See 11. Contacting Music Kickup)
11. Contacting Music KickUp
Last modified: January 30th, 2014
The Service is a platform through which the users may endeavour to acquire music industry connections as well as obtain administrative support in music industry-related matters. In addition, the Service enables the users to have their music digitally distributed. At present, the Service consists of the following main functions:
WHILE THE SERVICE CONTAINS FUNCTIONS AND FEATURES DESIGNED TO GUIDE AND SUPPORT THE USERS IN THEIR ENDEAVOURS TO ADVANCE THEIR MUSIC CAREERS, IT SHOULD BE NOTED THAT UTILISING THE SERVICE OR ITS INDIVIDUAL FUNCTIONS OR t FEATURES CANNOT IN ANY WAY GUARANTEE ANYONE’S FAME OR SUCCESS.
Music KickUp reserves the right to further develop the Service, particularly by introducing new service features or modifying currently offered features.
By registering for the Service, you represent and warrant that all personal contact details and other information entered by you are true and accurate.
Your usernames and passwords for the Service are your sole responsibility and they should be maintained carefully without disclosing any information thereof to unauthorised parties. You acknowledge that you are responsible for any actions conducted under your username and password within the Service.
While Music KickUp facilitates and administers the Service, all activities performed by you within the Service shall be in your command and entered into voluntarily without any obligation to do so. It will always be up to you to choose which parts of the Service you want to use. All actions conducted by you within the Service shall be in compliance with the Terms of Service.
You acknowledge that you are solely responsible for the use of the Service and that all your actions are appropriate and in line with the purpose of the Service without resulting in any harm to other users of the Service, the Service, Music KickUp, Music KickUp’s partners or other parties.
Furthermore, you agree that you will not use the Service in any way that may infringe copyrighted works or otherwise violate or promote the violation of the intellectual property rights of any third party.
You agree that it is your sole responsibility (and the responsibility of the respective third party) to resolve any dispute regarding the infringement or violation of any third party rights resulting from your use of the Service. Music KickUp is unaccountable for any infringement or violation of any third party rights caused by you, and Music KickUp shall have no responsibility to take part in any dispute arising between you and a third party. You agree that it is your sole responsibility to cease the use of any aspect of the Service that is or may be in violation of any third party rights.
As stated above, offers and service features provided by third parties may be introduced to you as a part of the Service, the utilisation of which may require entering into a separate agreement between you and such third party. You acknowledge and understand that Music KickUp shall in no way be liable for the content or execution of, or disputes arising from agreements between you and third parties.
The general structure of the Service platform and all other elements it consists of (such as graphics, texts, visuals, photos, logos, domain names and art works) are owned by or have been licensed to Music KickUp. Any and all reproduction and representation of the platform or any element it consists of is strictly forbidden without the express authorisation of Music KickUp.
Music KickUp shall make reasonable efforts to keep the Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Music KickUp reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Service or any function or feature thereof.
Failure to comply with these Terms may give Music KickUp rise to deny access to and / or terminate your use of the Service.
These Terms and the use of the Service are governed by and construed in accordance with the Laws of Finland without reference to the conflict of law rules.
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