INTRODUCTION

These are the terms and conditions (“Terms”) on which we, Ravepool Ltd (company number 15556991), supply services to you, whether via our website or via our mobile, tablet or other applications (if any) (together, our “Sites”).

Please read these Terms carefully as they govern your use of and access to our Artists Services as detailed below. By subscribing to or otherwise using the Artists Services, you agree to be bound by these Terms. If you do not accept these Terms, you should not subscribe to or use the Artists Services.

Who we are and how to contact us
Our Sites are operated by Ravepool Ltd ("we”, “our” or “us”). We are registered in England and Wales under company number 15556991 and have our registered office at Office One, 1 Coldbath Square, Farringdon, London, EC1R 5HL You can contact us using the contact information on our Sites.

Eligibility to access

The Services provided by us are accessible to you (“you” or “your”) and you warrant and represent that you have the power to enter in a binding contract with us.

In order to use and access the Artists Services, you need to be 18 or older. If this age requirement is not met, then the registration will not be processed.

You also warrant and represent that any registration information provided is, and will remain, true, accurate, and complete.

THE USE OF THE SERVICES

The Artists Services

We provide various services to artists in the music industry. In particular, and without limitation, the ability for artists to upload their music or other content (“Content”) together with other tools in terms of label career goals (the “Artists Services”). As part of the Artists Services, Artists will also be able to generate reports about the usage of their tracks and the amount of Remuneration generated each time.

Although we may make available certain offers of third party products and services, access to the Artists Services through our Sites is free of charge. You however acknowledge and agree that we are not responsible for the products and services provided by any third parties.

Creating an account

In order to use our Artists Services, you will be required to create an account with us with a username and password (“Log In”). Your Log In shall not be that of another person with the intent to impersonate that person and/or without that person’s authorisation; or constitute a name that is offensive, vulgar or otherwise obscene.

Your Log In is strictly personal and therefore shall be kept confidential. You will be solely responsible for the use of your Log In. However, you shall notify us immediately if your details have been lost, stolen, or if you have reason to believe that your account has been accessed without your authorisation.

We reserve the right to refuse the registration of, reclaim or require you to change, your Log In for any reason.

Your access to the Artists Services

Subject to compliance with these Terms, we grant you a right to make personal and noncommercial use of the Artists Services, except as permitted in accordance with these Terms. This right is limited, non-exclusive, non-transferable and shall be revocable at our sole discretion should you breach these Terms. Your access will remain in effect unless and until either we or you terminate it.

You agree that use of our Sites is licensed, and not sold nor transferred to you. You will therefore not redistribute or transfer the Artists Services. We, or our licensors as applicable, remain the proprietors of the Artists Services and any intellectual property rights attached to the Artists Services.

We aim to provide you with the best experience and use reasonable care and skill to keep our Artists Services operational at all times. However, our Artists Services’ availability may change from time to time due to, without limitation, changes in applicable laws or temporary interruptions due to technical difficulties.

By adhering to these Terms, you agree that you will not use the Artists Services in a way that is not expressly permitted by these Terms.

Fees, payments and further tools

The Artists Services we offer are free of charge with the option to purchase promotional tools in accordance with the provisions below. The fans (the “Subscribers”) will each have access to the Content (and content of other artists) by subscribing to a separate membership and paying a monthly fee (the “Subscribing Fee”). The Subscribers are the audience and will be able to download each track from the Content in exchange for paying the Subscribing Fee. The following formula will be used in relation to the remuneration for each artist (the “Remuneration”). Where SF means Subscription Fee paid by a Subscriber and CD means the number of Content downloaded by each Subscriber every month:

SF x 80%
    CD
= Amount to be distributed to each artist

‘CD’ will only amount to the number of Content downloaded once by each Subscriber. This means that if a Subscriber downloads the same track twice (or multiple times), only the first download will be recorded towards the CD for calculation of the Remuneration.

By way of worked example, if a Subscriber pays £20.00 per month and downloads 10 songs, each from a different artist, each artist who has had a song downloaded would receive £1.60.

The Remuneration is held by us in the form of Artist balance, until it is requested from us by the Artist (the “Balance”). The Remuneration will then be transferred to the Artist’s chosen account.

Artists can either use their Balance or pay using a third-party payment processor (such as Paypal), to promote their Music (the “Promotional Tools”). This would therefore boost the Music’s positioning on the server and assist in moving the Music to the top of the lists on a Subscriber’s feeds, or to feature it on the services provided to Subscribers. We however do not guarantee that using this additional service will increase the downloads of a particular track.

The cost of Promotional Tools will be described on the Sites. If you purchase any of the Promotional Tools through a third-party payment processor, separate terms and conditions and fees with such third party may apply. This will therefore be deducted from the Remuneration you will receive.

Tax rates are calculated based on the information your provide and the applicable rate at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory or even city. Any change in tax rate will be automatically applied based on the account information your provide.

Cancellation

You, as well as us, shall be entitled to cancel any membership for the Artists Services at any time. Your membership will commence on the date you create your account until it is terminated by you or us. We reserve the right to remove or block access to any Content which we deem contains inappropriate and/or vulgar content. This also includes any Content we have been notified is in direct violation of any third-party’s intellectual property rights. Any removal will result in the Artist not receiving Remuneration for this particular Content. We may terminate or otherwise suspend your access to all or any part of the Artists Services at any time, with or without cause and notice, with immediate effect and without Remuneration. This may result in the forfeiture and destruction of all Content and information associated with your membership.

You shall be entitled to cancel your membership by simply deleting your account. The cancellation will take effect on the day you delete your account.

All provisions of these Terms which should survive termination by their nature shall therefore survive termination. These include, without limitation, any ownership provisions, warranty disclaimers, indemnity and limitations of liability.

CHANGES

We may make changes to these Terms

We reserve the right to modify or replace any of the terms in these Terms, or change, suspend, or discontinue the Artists Services. We may also impose limits on certain features of the Artists Services or restrict your access to part or all of the Artists Services without notice or liability for any reason. Any changes within the Terms will be notified on the Sites, or by sending you an e-mail and it is your responsibility to check these Terms periodically for any potential changes. Your continued use of the Artists Services following the posting of any changes to these Terms constitutes acceptance of those changes.

We may make changes to the fees

We may from time to time change the amount of the Subscription Fee and will communicate any price changes to you in advance on reasonable notice as this would impact the Remuneration. Any changes in the pricing will take effect on the next subscription period following the date of the price change. Your continued use of the Artists Services following the notification of the price change constitutes acceptance of those changes. If however you do not agree to the price change, you can cancel your membership prior to the price change taking effect.

We may make changes to the Sites
We may update and change our Sites from time to time to reflect changes to our Artists Services or for any other reason and will provide you with prior reasonable notice.

Any of the above-mentioned changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms, or otherwise notified you of the relevant changes.

PRIVACY POLICY

We will collect and process information relating to you in accordance with the privacy policy which is accessible through https://www.ravepool.net/privacy

We only use personal information as described in our privacy policy, such as for the purposes of providing you with an adequate service, improving our brand and our users’ experience.

You acknowledge and agree that the Artists Services we provide are optional and for use at our sole discretion. These Artists Services may give you the ability to view certain data such as usage data of your music and demographic data on your fans. We aim to ensure that the data provided is accurate, however we do not guarantee that the Artists Services, nor the data provided, will be without errors or mistakes, such as glitches or bugs.

We shall take all reasonable efforts to address and correct these errors. However, you acknowledge and agree that all data provided to you is on a “as is” basis and your use of such data provided by us will be at your sole risk and discretion. We take all reasonable precautions to protect the Content provided through the Artists Services. You shall however ensure that you do not solely rely on us as your only storage facility and should therefore create backup copies of all work and Content. You acknowledge and agree that we are not liable for damage to, deletion of, or failure to store any Content provided through the Artists Services.

INTELLECTUAL PROPERTY

Proprietary rights

The Artists Services provided by us consist of the ability for each artist subscribing to the Artists Services (“Artist”) to upload to the Sites digital Content which will be owned and controlled by the Artist. This may include sound recordings together the “Music”). We will not have ownership rights of any Artist’s Music, albeit we will need licences to perform the Artists Services.

Licences

In order to enable us to exploit the Music and associated copyrightable works or metadata (i.e. lyrics, album cover artwork, photographs, graphics, descriptive text (the “Artworks”)), you:

- grant us the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your Artworks, trademarks, service marks, slogans, logos or similar proprietary rights solely in connection with the provision of the Artists Services;

- allow the Subscribers to receive public performances and displays for the Music and any associated Artworks and to reproduce the Music and Artworks on any and all devices owned or controlled by the Subscribers and to receive performances and displays of the same; and

- allow us to reproduce, use, and publish and to permit others to reproduce, use and publish the names, trademarks, likenesses, and personal and biographical materials of you as an Artist, in connection with the provision of the Artists Services.

Warranties

By uploading any Content, Music and Artworks to the Sites, you represent and warrant that:

- you own or otherwise control all rights to your Content, Music and Artworks;

- you have full authority to act on behalf of any owner of any right, title or interest in and to any Content and Music you upload to the Artists Services and to the Artworks;

- you have full permission to use the name and likeness of each identifiable individual whose name or likeness is contained or use within the Music and/or Artworks;

- you are authorised to grant us the licences that are mentioned above;

- the use and/or exploitation of the Music and Artworks by us will not infringe or violate any third party’s rights. This includes proprietary rights, privacy rights and publicity rights; and

- for the use of your Music and/or Artworks, no fees shall be due to any third party.

GENERAL

Third party sites

As part of the Services, we may permit you to link to other websites or resources via the internet. Other websites or resources may also contain links to our Sites and such websites are not covered by these Terms. You therefore access third party websites and resources at your own risk and agree that we are not and will not be responsible or liable for the content or otherwise legality of these websites or resources. You also agree that we shall not be liable, whether directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of the links and general access to these websites or resources.

Warranty disclaimers

We will provide the Artists Services to you using reasonable care and skill, however we have no special relationship with or fiduciary duty to you. Our Artists Services are provided without any warranties of any kind, whether express or implied. You acknowledge and agree that we have no control over who gains access to the Sites; what effects the Content may have on Subscribers; how Subscribers may interpret or use the Content; and as a result what actions Subscribers may take following exposure to the Content.

We further make no representations or warranties that the Sites or Artists Services are free of malware or other harmful components. Furthermore, we make no representations in respect of and, we do not warrant or assume responsibility for any third party applications, user content, devices or any products or service advertised, promoted or offered by a third party.

You agree to release us from all liability for you having made available Content through our Sites and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites or the Artists Services.

Limitation of liability

Nothing in these Terms limits or excludes our liability for (1) death or personal injury caused by our negligence; (2) fraud or fraudulent misrepresentation; or (3) any other liability which it is not legally permissible for us to limit or exclude our liability for.

You acknowledge and agree that in no event will we, our directors, employees, agents, shareholders, suppliers, affiliates, successors, assigns, or Subscribers, be liable under contract, tort (including negligence or in any other manner) with respect to the Artists Services for (1) any loss, whether direct or indirect, of use, goodwill, data, business, or profits, in all cases arising out of the use of or inability to use the Artists Services, Sites, third party applications or other contents;

(2) any viruses, trojan horses or bugs arising out of the use of the Artists Services, Sites, third party application or other contents; or (3) aggregate liability for all claims relating to the Artists Services, Sites and, third party applications or any contents more than the amounts paid by you to us during the twelve months prior to the first claim.

Any liability we do have for losses you suffer is strictly limited to losses that were reasonably foreseeable.

Except where such restriction is prohibited under applicable law, any claim arising under these Terms must be commenced within one year after the date the party asserting the claim first knows or reasonably ought to know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.

Indemnification

You shall indemnify, and hold us harmless, from and against any reasonably foreseeable direct losses, damages, and reasonable expenses (including reasonable legal fees and costs) suffered or incurred by us arising out of or in relation to your breach of any of these Terms (including but not limited to any additional terms we may incorporate herein); any activity in which you engage in or through the Artists Services; and any violation of any law or rights of a third party caused by you.

Entire agreement

Except as stated in this section or expressly agreed in writing between you and us, these Terms constitute all the terms and conditions agreed upon and supersede any prior agreements, discussions, understandings and representations made in relation to the subject matter of these Terms, whether written or oral.

Severability and waiver

Unless as stated in these Terms, should any provision be held invalid or unenforceable for any reason or to any extent, the remaining provisions of these Terms will not be affected, and the application of the provision shall be enforced to the extent permitted by law. In such circumstances, you and we shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Any failure on our part or any third party beneficiary to enforce these Terms or any provision thereof shall not waive our, or the applicable third party beneficiary’s right, to do so.

Assignment

We may, and reserve the right to, assign any or all of these Terms and may assign or delegate, in whole or in part, any of our rights or obligations under these Terms.

You may not assign these Terms, in whole or in part, nor transfer or sub-licence your rights under these Terms, to any third party.

Notices

When we refer, in these Terms, to communication “in writing”, this will include email.

Any notices to be sent by you to us shall be sent by either email to our address as set out on the Sites or by pre-paid post to the address detailed above.

If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to any address you provide to us when subscribing to the Artists Services. Applicable laws require that some information and communications be in writing. When using our Sites, you accept that communications will mainly be electronic. We shall contact you by email or by providing you with information by posting notices on our Sites. For contact purposes, you agree to this electronic means of communication and acknowledge that all agreements, notices or otherwise general information be provided electronically and to comply with any requirement that communications be in writing. You further agree that we do not accept responsibility for any emails which are not received successfully, where the email address is incorrectly spelt by you or that are redirected or deleted by spam filters.

Any notice given by you to us, or by us to you, will be deemed served and received (1) immediately upon posting on our Sites; (2) twenty-four hours after submission of the email; of (3) three days after the date of posting of any letter. To prove the service of any notice it will be sufficient to evidence that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address. The provisions of this section shall not apply to the service of any proceedings or other documents in any legal action.

Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. This means that these Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of England and Wales.

We both agree that the courts of England and Wales will have exclusive jurisdiction to deal with any dispute or claim arising out of or in connection with these Terms.