Terms and Conditions of Use

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Hello, and welcome to Traxbeat® (“Traxbeat”, “Company”, “we”, “us”, “our”) and our Terms and Conditions of Use. These Terms of Use are important , affects your legal rights and govern your use of traxbeat.com and www.traxbeat.com (together, the “Website”) and all related players, widgets, tools, applications, data, software, APIs (which may also be subject to separate API Terms of Use) and other services provided by Traxbeat (the “Service” or “Services”).

These Terms of Use, together with our Privacy Policy, Cookies Policy, Comments Policy and any other terms specifically referred to in any of those documents, constitute a legally binding agreement (the “Agreement”) between you and Traxbeat in relation to your use of the Website and Services (together, the “Platform”). Any participation in the Platform will constitute acceptance of this agreement. If you do not agree to abide by the above, please do not use the Website and/or the Service.

You must have an account and be logged in to read further. If you are a visitor please read our Privacly & Cookie Policy instead.

We have incorporated by reference some linked information.

In these Terms of Use:

"Account" means the account associated with your email address. Before you register for an account with us you will need to choose one of the following roles that will be binded with your account:

"Artist" if you are a musician, music band, songwriter and in general if you are creating, producing or writing music.
"Record Label" if you are a company or a representative of a company that is associated with the marketing of music recordings or coordinates the manufacture, distribution, marketing, promotion, and enforcement of copyright for sound recordings and music videos.
"Music Fan" if you are not an Artist or a Record Label.

"Username" means the name you choose to use when you register to the website. This name is unique and is differently seen according to the Account role you choose to register ("Artist Name", "Record Label Name" or "Music Fan")

"Profile" means the profile associated with your Account, including the url that the profile can be found. Your profile has a unique url that is automatically created upon registration and that url includes your Username in lowercase and without spaces(ex. John Mckay's profile url will be traxbeat.com/johnmckay).

"Licensing Agreement" means an agreement between a Record Label account and one or more Artist accounts regarding the rights of a sound recording.

"Verified" means a registered account that the owner has verified his full name, full address and VAT Id by submiting to us all reguired legal documents.

"Song" means the master recording of a song or an instrumental track. Also refered to as Music.

"Demo" means a Song that is not available to the public through the Website and the Services.

"Release"means a Song that is available to the public through the Website and the Services.

"Rating" means a rating that a song receives by another registered user.

"Final Rating" means the average total rating a song has received that cannot change or altered.

"Rank" means the current position in our charts globally.

Any information that you provided during sign-up can be corrected during the sign-up process by returning to the previous screens and correcting erroneous information. After submissions some information cannot be updated mannually.

1 Age Requirements & Eligibility

In order to use the Platform, you need to (1) be 18 or older, or be 13 or older and have your parent or guardian’s consent to the Agreement (except as set forth in the chart below), (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be resident in a country where the Service is available. You also promise that any registration information that you submit to Traxbeat is true, valid, accurate, and complete, and you agree to keep it that way at all times.

If you are a resident of one of the following countries, reference this chart for your country-specific age restrictions:

Country	Age Requirements
Chile, Ecuador, Paraguay, Peru	Must be 18 or older, or be 15 or older and have parent or guardian consent.
Brazil	Must be 18 or older, or be 16 or older and have parent or guardian consent.
Nicaragua, Taiwan	Must be 20 or older, or be 13 or older and have parent or guardian consent.
Bulgaria, Hungary, Germany	Must be 18 or older, or be 14 or older and have parent or guardian consent.
Italy	Must be 13 or older to use Free Service. To register for a Paid Subscription, you must be 18 or older, or be 13 or older and have parent or guardian consent (your parents/guardians will enter into contract on behalf of you).
Malaysia	Must be 18 or older, or if 13 to 18, parent or guardian consent is required, and guardian enters into agreement.
Lithuania	Must be 13 or older to use Service. For Paid Subscriptions, you must be 18 or older, or be 14 or older with parent or guardian consent. If you are 13 to 18, guardian enters into agreement.
Canada	Must be 13 or older to use Service. For Paid Subscriptions, you must be age of majority in your province or territory of residence, or 13 or older with parent or guardian consent.
Spain	Must be 14 or older to use Free Service. To register for a Paid Subscription, you must be 18 or older, or be 14 or older and have parent or guardian consent (your parents/guardians will enter into contract on behalf of you).

2 Changes to Terms of Use

Occasionally we may, in our discretion, make changes to the Agreements. We reserve the right, at our sole discretion, to modify, replace and make material changes to the the Agreements, or change, suspend, or discontinue the Platform(including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an e-mail. We may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms of Use will apply to any dispute between you and Traxbeat that arose prior to the date of such modification. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through the Customer Service contact form.

3 Account Types.

Upon a new registration a user must select an single account type to register as an Artst, a Record Label (together, the Creator or Creators) or a Music Fan (the Fan). You fully understand and agree that you are binded under the account type you select to register to Traxbeat and you cannot change, update or alter the type of your account after your registration at any time.

4 Browsing & Registration.

You are not obliged to register to use the Platform. However, access to certain Services is only available to registered users. When you register to use the Services you will provide us with your email address, your birthday and will choose a password, and a unique username. A username must be relevant with the account type you choose to register and the username can be:

An artist name if you are registering as a musician, a band, a composer, a vocalist, an artist or otherwise you create music.
A record label or company name if you are registering as a legal company that can manage, use, license, sub-license, distribute, sell or market audio content and Creators.
a real name or alias name if you registering as a Music Fan.

You shall provide Traxbeat with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Traxbeat account. You shall not (i) select or use as a username or domain a name of another person with the intent to impersonate that person; (ii) use as a username or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username or domain a name that is otherwise offensive, vulgar or obscene.

You are solely responsible for all activity emanating from your account, whether or not such activity was authorized by you, and shall be responsible for maintaining the confidentiality and security of your account and your password. You agree to notify Traxbeat immediately of any unauthorized use of your password and/or account. Traxbeat shall not be responsible for any losses arising out of the unauthorized use of your Registration Data or account, and you agree to hold harmless and to indemnify Traxbeat, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of your Account. You may not attempt to gain unauthorized access to the Website. Should you attempt to do so, assist others in making such attempts, or distributing instructions, software or tools for that purpose, Traxbeat will terminate your Account.

If your username, email address or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify Traxbeat in writing, and you should reset and change your password at the earliest possible opportunity.

We reserve the right to disallow, cancel, remove or reassign certain usernames and domains in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use or our Community Guidelines, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations. You may terminate your account at any time as described in the Termination section below.

5 Rules and Conduct.

Subject to your strict compliance with these Terms of Use at any and all times during your use of the Platform, we grant you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license:

to submit, upload or post Content to Traxbeat which will be stored and served by Traxbeat at the direction of you, and may be shared and distributed by you, and other users of the Platform, using the tools and features provided as part of the Platform and accessible via the Website, Apps and elsewhere. and keep such Content available on the Platform strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Website from time to time.
to use the Platform in order to view Content uploaded and posted to the Website;
to rate, review and listen to audio Content streamed from the Platform;
to submit feedback to Creators about their audio content streamed from the Platform;
to share and download audio Content using the features of the Platform where the appropriate functionality has been enabled by the Creator who owns the relevant uploaded Content, and subject to the territorial availability of that feature and audio Content if any.
to participate in the community areas and communicate with other registered users of the Traxbeat® community strictly in accordance with these Terms of Use and our Community Guidelines; and
to fully transfer and license the rights of an uploaded audio content to a Record Label account if and only if a licensing agreement has been fully signed by all parties and is completed and valid. For more information view our Licensing Guidelines
to distribute or sell audio content that you own the rights, by using Traxbeat distribution services.

The platform is a service for hosting, uploading, submitting, licensing, distributing, selling, downloading, streaming and rating music. Each user is binded to an account type that is being selected upon the registration. Registered users on the Platform may submit, upload, post, review, like and share audio, text, photos, pictures, graphics, comments, messages and other content, data or information, which will be stored by Traxbeat at the direction of such registered users, and may be shared and distributed by such registered users, and other users of the Platform, using the tools and features provided as part of the Platform and accessible via the Website, Apps and elsewhere. The Platform also enables registered users to interact with one another, and enables any user of the Website, Apps or certain Services (who may or may not be registered users of the Platform) to view, listen to and share Content uploaded and made available by registered users unless the uploaded content has been submitted to Traxbeat as a demo on which partial access may have only registered Record Label accounts.

We may, from time to time, release new tools and resources on the Website, release new versions of our Apps, or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms of Use as well as any additional terms of use that we may release for those specific services or features.

As a condition of use, you promise, agree and accept not to use the Service for any purpose that is prohibited by these Terms of Use. The Service (including, without limitation, any Content) is provided only for your own personal, non-commercial use (except with respect to individual recording artists, collections of recording artists, Artist Entities or Represented Artists (each, an “Artist”) selling Music or other Content (each as defined below) as authorized through the Service). You are responsible for all of your activity in connection with the Service. For purposes of these Terms of Use, the term “Content” includes, without limitation, any User Submissions, videos, audio clips, license agreements, documents, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Traxbeat or its partners on or through the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit, rate, share or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:

infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
involves commercial activities and/or sales without Traxbeat's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
exploits people in a sexual or violent manner;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Traxbeat or any third party; or impersonates any person or entity, including any employee or representative of Traxbeat.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Traxbeat in its sole discretion) an unreasonable or disproportionately large load on Traxbeat’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Traxbeat may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Traxbeat does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. Traxbeat has no obligation to monitor the Site, Service, Content, or User Submissions. However, Traxbeat reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Traxbeat is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any User Submissions from the Service.

You are solely responsible for all User Content that you post. Traxbeat is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST Traxbeat RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD Traxbeat HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM. Traxbeat reserves the right to investigate and take appropriate legal action against anyone who, in Traxbeat's sole discretion, violates this provision, including, without limitation, terminating your account and/or reporting such activity or Content to law enforcement authorities.

For some Trials, we’ll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR TRAXBEAT ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR TRAXBEAT ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR TRAXBEAT ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR TRAXBEAT ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TRAXBEAT WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. THE LIMITATION SECTION SETS FORTH ADDITIONAL TERMS REGARDING CANCELLATION OF YOUR PAID SUBSCRIPTION.

6 Uploading Audio Content & Intellectual Property Rights - Creators

Any audio content must be uploaded through a Creator's account and by a Creator. The Platform provides Creators with the ability to upload Digital Content owned or controlled by such Creators to the Platform, including but not limited to sound recordings, audio files, samples, lyrics and the musical works embodied within Sound Recordings (together, the “Music”). Traxbeat will not have any ownership rights in any elements of a Creator’s Music, however, Traxbeat needs the following license to perform the Service. Each Creator uploading Music to the Service grants Traxbeat and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free, right and license to: (i) reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, “Exploit”) (1) the Creator’s Music and perform the Service on the Creator’s behalf (e.g., reproduce, transcode, copy and store the Creator’s Music on computer servers rented, owned and/or operated by or on behalf of Traxbeat or its authorized sublicensees and distributors, and publicly perform, transmit, synchronize, stream, distribute, and playback the Creator’s Music) using any technologies or methodologies now known or hereafter developed, and (2) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Service); (ii) allow users of the Service to receive public performances and public displays of the Creator’s Music and Artworks and to reproduce the Creator’s Music and Artworks on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and (iii) reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of the Creator, in connection with the provision of the Service.

To enable Traxbeat to Exploit your Music pursuant to the above provisions, you hereby grant to Traxbeat the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.

By uploading any Music or Artworks to the Site:

you represent and warrant, to Traxbeat that by uploading each Recording, you will always provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of "Recordings." We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.
you represent and warrant, and can demonstrate to Traxbeat’s full satisfaction upon request, that (i) you own or otherwise control all rights to your Music and Artworks (or that such Music and Artworks are in the public domain or have otherwise been directly licensed to the Artist in writing with a grant of rights sufficient to permit the Artist to enter into this Agreement and to grant all of the rights with respect to the Artist’s Music or Artworks as set forth in this Agreement (hereinafter “Direct Licensed”); (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any Music you upload to the Service and to the Artworks; (iii) you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Music and/or Artworks, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Music and/or Artworks) as contemplated by these Terms of Use, and (iv) you are authorized to grant all of the aforementioned rights to the Music and/or Artworks to Traxbeat and all users of the Service.
you represent and warrant that the use or other exploitation of your Music and/or Artworks by Traxbeat and its authorized sublicensees and distributors and/or by users of the Site as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
you represent and warrant that, to the extent you are the songwriter of any or all of the Musical Works embodied in your Sound Recordings or Music Videos, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any performance rights organization or performing rights society or (together, “PRO”), whether based in the United States (e.g., ASCAP, BMI, SESAC...) or elsewhere in the world, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to Traxbeat for the public performances and communications to the public of your Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the public performance or communication to the public of your Musical Works.
you represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music as authorized under this Agreement.

IF AN AGREEMENT YOU HAVE ENTERED INTO WITH ANY THIRD PARTY, including, but not limited to a PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting Traxbeat the right and license set forth in this Agreement and making the representations and warranties set forth in the four paragraphs immediately above, then you are prohibited from uploading your music to the Service and shall be responsible for indemnifying and holding Traxbeat harmless from and against any and all claims arising from the exploitation of your music on the Service, including all court costs and legal fees.

7 Grant Of Rights

a. In order for us to distribute your Recordings (which, solely for purposes of clarity, and as a reminder to you, includes the Compositions) and related content to your selected Digital Stores via our Service, our lawyers and the Digital Stores need us to confirm that you grant us the non-exclusive, sub-licensable right and license during the Term and throughout the Territory to: i. reproduce and distribute your Recordings to Digital Stores for them to sell or sublicense to their Customers by any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, without limitation, permanent downloads, temporary or "tethered" download, interactive and non-interactive streaming, "scan and match" services, and "cloud" services) to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now or hereafter known; ii. create and to authorize Digital Stores to create and publicly perform and make available free preview clips of your Recordings via streaming format; iv. display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you ("Materials"), on our Site, on the Digital Stores' sites and services, and in any marketing, advertising or promotional materials for our Service or for the Digital Stores. Without limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial content regarding you and your Recordings and may classify or categorize the same for inclusion within one or more genres; v. collect income from the Digital Stores from their exploitation of your Recordings (and to collect income after the Term from exploitation of your Recordings during the Term); and vi. notify Digital Stores and other third parties of our rights and relationship per this Agreement, and to include your name and logo (if you have one) in any listing of Traxbeat licensors. b. You also grant to us and to your selected Digital Stores the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those Digital Stores, as may be amended from time to time during the Term. You understand that Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to Customers) in our reasonable business judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.

8 SUBSCRIPTION FEES.

In consideration of the services rendered hereunder, all Recordings submitted by you and distributed by Company to the Consumer Stores require that you purchase a recurring fee-based subscription via a Payment Method. These fees may be amended from time to time by Company without notice to you. You expressly agree that Company is authorized to deduct your recurring subscription fees, any applicable tax and other charges you may incur in connection with your use of the Services directly from your Traxbeat account (i.e., your share of Net Income) or charge such fees to any Payment Method you provide to Company. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your Traxbeat account by you or anyone else using your account. If you notify Company in writing that you are terminating your subscription for one or more of your Recordings, no further subscription fees will be charged to your Traxbeat account or Payment Method for those Recordings and all terminated Recordings will be removed from their respective Consumer Stores. You will not be entitled to reimbursement of any pre-paid fees with respect to any terminated Recordings. If for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these Terms of Service, Company will be entitled to recoup, at its sole discretion, the subscription fee, by any means necessary, including the right to keep your account active and collect any resulting royalties until the subscription fee is fully recouped. It is your responsibility to notify Company if your Payment Method has changed by making the appropriate changes to your Traxbeat account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted at Company’s sole discretion.

9 TERM.

The Terms of Service shall apply at all times while you utilize the Site or the Services.

10 PAYMENTS

a) Company will pay you one hundred percent (100%) of Net Income (as defined in Section 3(b) below). Net Income will be posted to your Traxbeat account quartely, in a timely fashion after Company’s receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion, if Net Income is above $100 in a quarter. You will be responsible for any bank fees or other charges related to such withdrawals.

(b) “Net Income” shall be defined as Company’s actual receipts from Consumer Stores less any tax, fee or other charge related to the Sale of your Recordings. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.

(c) To the extent that you owe any amounts to Company as a consequence of the Terms of Service or otherwise, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.

(d) In the event that Company has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Company reserves the right to discontinue the posting of Net Income to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained. Furthermore, you agree that such revenues will be forfeited by you if Company determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you hereunder. Certain Consumer Stores may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and such policies shall be binding upon you hereunder.

(e) The Net Income posted to your Traxbeat account will be pooled in an interest bearing bank account with the Net Income of other Traxbeat customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Net Income that Company handles as your agent and places in such pooled account. In consideration for your use of the Services, you irrevocably transfer and assign to Company any ownership right that you may have in any interest that may accrue on Net Income held in such pooled account. In addition to or instead of earning interest on such pooled account, Company may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Income.

(f) In connection with your decision to use the Traxbeat streaming media player, iPhone application or other so-called widgets or applications (the “Streaming Players”) as platforms for users to stream your Recordings, you hereby waive any right to digital artist royalties, performance royalties or any other fees or royalties, statutory or otherwise, that Company may be obligated to pay you or a third party in connection with the use of such Streaming Players. For the avoidance of doubt, to the extent that you utilize a Streaming Player on your own website or authorize its use on any other website on the Internet, you acknowledge and agree that Company is not responsible to make any third party payments in connection with the Recordings and underlying musical compositions which you own and/or control.

(g) To the extent that you elect to use certain Recordings from your Traxbeat catalog to distribute free to any parties (via a Streaming Player, directly through your own website or otherwise), you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries. Without limiting any of the foregoing, you expressly agree to either waive music publishing royalties (if you own or control such rights) or pay any necessary royalties due to third party music publishers as a result of any such free distribution.

(h) In the event that Company is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that Company may freeze any and all revenues in your account that are received in connection with the disputed Recordings or other materials submitted by you, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement. Furthermore, if in Company’s reasonable business judgment it elects to engage an attorney to review and/or respond to such claim, Company shall, in its sole discretion, have the right to deduct from your account or charge any alternate payment method you provide to Company (such as a PayPal account, credit card or debit card) (each a “Payment Method”) a minimum of Three Hundred Dollars ($300) to offset the costs of associated legal fees and expenses.

11 Term and termination

The Agreements will continue to apply to you until terminated by either you or Traxbeat. However, you acknowledge and agree that the perpetual licence granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Traxbeat may terminate the Agreements or suspend your access to the Traxbeat Service at any time, including in the event of your actual or suspected unauthorised use of the Traxbeat Service and/or Content, or non-compliance with the Agreements. If you or Traxbeat terminate the Agreements, or if Traxbeat suspends your access to the Traxbeat Service, you agree that Traxbeat shall have no liability or responsibility to you and Traxbeat will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your Traxbeat account, please contact us through the Customer Service contact form which is available on our About Us page. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time.

Sections 6, 7, 8, 10, 14, 16, 17, 18, 19, 20, and 21 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

12 Warranty and disclaimer

WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE Traxbeat SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE Traxbeat SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Traxbeat AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER Traxbeat NOR ANY OWNER OF CONTENT WARRANTS THAT THE Traxbeat SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, Traxbeat MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE Traxbeat SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT Traxbeat IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE Traxbeat SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM Traxbeat SHALL CREATE ANY WARRANTY ON BEHALF OF Traxbeat IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.

THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

13 Limitation

YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE Traxbeat SERVICE IS TO UNINSTALL ANY Traxbeat SOFTWARE AND TO STOP USING THE Traxbeat SERVICE. WHILE Traxbeat ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO Traxbeat, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Traxbeat, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE Traxbeat SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER Traxbeat HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE Traxbeat SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO Traxbeat DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.

Nothing in the Agreements removes or limits Traxbeat’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law.

14 Third party rights

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Traxbeat, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Traxbeat only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

15 Entire agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and Traxbeat, the Agreements constitute all the terms and conditions agreed upon between you and Traxbeat and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

Please note, however, that other aspects of your use of the Traxbeat Service may be governed by additional agreements. That could include, for example, access to the Traxbeat Service as a result of a gift card or free or discounted Trials. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.

16 Severability and waiver

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Traxbeat or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Traxbeat’s or the applicable third party beneficiary’s right to do so.

27 Assignment

Traxbeat may assign the Agreements or any part of them, and Traxbeat may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

18 Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold Traxbeat harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the Traxbeat Service; and (4) your violation of any law or the rights of a third party.

19 Governing Law / Jurisdiction

Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of Greece, without regard to choice or conflicts of law principles.

Further, you and Traxbeat agree to the jurisdiction of the courts of Greece to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them).

Traxbeat does not accept any codes of conduct as mandatory in connection with the services provided under these Agreements.

20 CLASS ACTION WAIVER

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND Traxbeat AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Traxbeat agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

21 Contact us

If you have any questions concerning the Traxbeat Service or the Agreements, please contact Traxbeat hello [at] traxbeat.com.

Thank you for reading our Terms. We hope you enjoy Traxbeat!