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ZEBR – ARTIST LICENCE AGREEMENT

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Version 5 – 090420

 

ANY PERSON OR ENTITY ("Artist" or “You”) UPLOADING CONTENT TO THE SITE AT www.ZebrMusic.com (“Site”) OR THE APP KNOWN AS “Zebr” (“App”) MUST AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS ARTIST CONTENT AGREEMENT ("Artist Content Agreement").

 

PERSONAL DATA: You agree to provide only true, accurate and complete information to us via the Site or the App. Any personal information provided by you will be treated with appropriate care and security in accordance with, and by agreeing to this Artist Content Agreement you expressly agree to the terms of, our Privacy Policy.

 

  1. Contracting parties. The Site and the App, together with all content, data and other materials contained therein (“Content”) are owned or controlled by Zebr Limited, a company registered in England with offices at Piper House, 4 Dukes Court, Bognor Road, Chichester PO21 8FX, UK. Zebr Limited is referred to in these terms and conditions as "we", "us", "our" or “Zebr”. When you agree to supply content to (or otherwise access) the Site or the App, you are contracting with Zebr. If you are supplying Artist Content created by a group of individuals, partnership or a company, only one person may register as an Artist to upload Artist Content and, as that chosen person, you hereby warrant, represent and guarantee that you personally have the authority to represent and legally bind all members of the group. If you intend to trade as a business on Zebr, you must comply with all applicable laws relating to business trading (including without limitation VAT requirements where required). Please note that you must be 16 years of age or older to register or use the services available via the App or the Site. By continuing to use such services, you are warranting that you are at least 16 years old and you have the authority to enter into this Artist Content Agreement.

 

  1. Passwords. When opening and using a Zebr Artist Account, you agree: to keep your password secure and confidential and to not allow anyone else to use your email address or password to access the Site, the App or any Content; to not do anything which would assist anyone who is not a Registered User to gain access to any secured area of the App or the Site, and; to not create additional registration accounts for the purpose of abusing the functionality of the Site, the App or any Content, or other Users, or to seek to pass yourself off as another User. If you think someone else has obtained your account details, please let us know immediately via info@ZebrMusic.com and we will close your account as quickly as possible. Please note that you will be responsible to Zebr and to others for all activity that occurs under your Zebr Artist Account.

 

  1. Content. The Site, the App and the Content are intended only for the purposes specified or implied therein, and your use of the Site, App and Content is entirely at your own risk. Please note, whilst we endeavour to provide accurate and up-to-date information, the Content may not be wholly accurate or up-to-date, complete or free of defects, and is subject to change, often at very short notice. All Content is provided without any representations or warranties of any kind (implied or express) to the fullest extent permitted by applicable law. Zebr, unless otherwise stated herein, owns or controls all relevant intellectual property rights in the Site, the App and the Content.  You may not publish, distribute, extract, re-utilise, or reproduce any part of the Site, the App or the Content (excluding your own Artist Content) in any form (including storing it in any medium) other than as expressly allowed herein (or under UK or local law).

 

  1. The Zebr Service. Zebr is an online music licensing service that allows Artists to upload music tracks for review, and potential distribution, by influencer users (“Influencers”) for Artist’s promotional purposes (“Service”). The music tracks that Artist provides to us (“Artist Content”) will be made available for potential review and licensed use by Influencers via the Service, subject always to this Artist Content Agreement and the terms of the Influencer Licence Agreement. Zebr may offer individual tracks or combinations of Artist Content (in some cases together with other content) to Users, and Zebr reserves the right to make available or withdraw any item(s) of Artist Content from the Service (or from licensed use) at any time, in our sole discretion.

 

  1. How Zebr Works for Artists. Artists may submit a track of Label Content to a selected Influencer, for review, and potential licensed distribution, by that Influencer (“Submission”) – using the monetary amounts pre-deposited into Label’s Account (“Coins”) as set out within the Service (“Submission Fee”). Following Submission, the Influencer has 48 hours to review to submission. If the Influencer does not review within such time period, the Submission Fee will be returned to your Zebr Account. If the Influencer accepts the Submission, then: (A) Zebr will hold the Coins for 72 hours to review the Content and allow Label time to review Influencer’s use of the Content. If no such issues are raised by Label within 72 hours, Label’s Coins for such Label Content will be paid into the applicable Influencer’s account. Influencer will be granted a licence, for a 30-day period starting from expiry of such 72-hour period, to post the track (in combination with a post by the Influencer) to any of the following platforms: TikTok or Instagram. For the avoidance of doubt, the Influencer’s right to post the track lasts for only 30 days but any post made in such period may remain on the destination platform indefinitely (without any takedown right or other remedy or compensation available to you). Influencers must: (i) comply with the agreed minimum distribution requirements (as specified from time to time by Zebr); and (ii) to the extent practicable, must credit the relevant Artist on the applicable platform as the artist of the track. Please note that, whilst Zebr will use reasonable endeavours to ensure that a credit for the Artist is provided, any failure to provide an Artist (or Label) credit shall not be a material breach of this Label Content Agreement, and Zebr (and Influencer) shall not be liable in relation thereto.

 

  1. Your Grant of Licence to Zebr and Influencers. When you submit your Artist Content to the Service: (i) you hereby appoint Zebr as an agent to sub-license such content; (ii) you grant to Zebr a worldwide licence to use that Artist Content material in any media and, specifically, to make that material available for sub-licensing to Influencers for their use on YouTube, Instagram, Twitch and/or TikTok (and/or other third-party platforms, social media channels and/or distribution or performance methods) and for Zebr to distribute for promotional purposes by any media. For the avoidance of doubt, such license (and sub-licence) shall include without limitation the right for Zebr (and its licensees) to stream your Artist Content for listening/preview purposes and to post your Artist Content on third party platforms for commercial, advertising. promotional and other purposes. You further agree to waive your moral rights for the purposes of such licence(s). We reserve the right to cut, edit, crop, arrange and/or re-format your Artist Content material to the extent necessary for purposes of providing the Service, and/or to remove any item(s) of Artist Content at any time.

 

  1. Copyright. All Artist Content that you submit must be original to you and must not infringe the rights of any third party. Every music track that you upload contains both an audio recording and an underlying musical composition. If you submit any material which contains samples or any material or content “borrowed” from another artist, composer, audio recording or composition (or which is a new version of someone else’s song, aka a “cover version”), you must tell us and provide full details at the time of uploading. For the avoidance of doubt, this Artist Content Agreement transfers no ownership of copyright to Zebr or to Users.

 

  1. Performing Rights Organisations. If you are (or any member of a relevant group/band is) a member of a songwriters’ performing rights organisation (such as PRSforMusic, ASCAP, BMI, GEMA, etc), you must tell us at the time you upload Artist Content.

 

  1. Take Downs. You acknowledge and agree that, while Zebr reserves the right to remove any item(s) of Artist Content from the Service at any time, Zebr shall not be responsible for issuing “Take Down Notices” to any third-party site (including YouTube and/or Facebook) and Zebr shall have no liability for the use of Artist Content by or on any other online service.

 

  1. Withdrawal of Artist Content. If there is a change of circumstance after upload of an item to Zebr which results in the possibility that you no longer have the right to authorise Zebr to use any Artist Content, you must immediately notify us by email (info@ZebrMusic.com) specifying the relevant item. Please note that no physical or other materials received by Zebr will be returned.

 

  1. Code of Conduct for Artist Content. You agree to obey all applicable laws in using the Site, the App and the Content. You agree that you are responsible for your conduct whilst using the Service and you specifically agree:

 

    • not to post any content which is unlawful, obscene, profane, racially-offensive or otherwise includes objectionable material;

    • not to post content that contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

    • not to post content that contains anything which could be used to determine or alter the architecture of the Site and/or the App, or could be used to decompile, disassemble, or reverse engineer the Site and/or the App;

    • not to participate in any form of activity which is unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene, profane, sexually-oriented, racially-offensive or otherwise includes objectionable material;

    • not to abuse or harass any User;

    • not to use the Site or the App to engage in any commercial activities other than as expressly approved hereunder;

    • not to register more than one Zebr Artist Account;

    • not to collect personal data about other users for commercial or unlawful purposes;

    • not to use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data or otherwise in relation to the Service; and/or

    • not to attempt to gain unauthorised access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service.

 

You acknowledge and accept that when you upload material to Zebr, you may be exposed to comments or critical submissions from Users that are unfair, inaccurate, offensive, indecent, or otherwise objectionable to you and you hereby waive any rights or remedies you have or may have against us with respect to any such comments or submissions.

 

  1. Warranties and Indemnities. You warrant and represent that you have (and will continue to have) all necessary rights, consents, and permissions which are required to enable Zebr to use your Artist Content for the purposes of the Service and that you personally created, composed and produced your Artist Content. Further, you hereby warrant and represent that: (i) you have (and, whilst this Artist Content Agreement remains valid, will continue to have) the right and power to enter into and fully perform all of your obligations hereunder; (ii) unless otherwise timely notified to Zebr all material in your Artist Content is your own original work; (iii) your Artist Content is not in any way copied from any other person or group; and (iv) your Artist Content is not offensive or defamatory to any person or otherwise illegal. We will be entitled at our discretion to remove or withdraw without warning any item of content posted or transmitted to, from or via the Service which, in our opinion, is objectionable or does not comply with these terms and conditions in any way and we disclaim any liability for such removal. You agree to defend, indemnify, and hold harmless Zebr, its parents, subsidiaries, affiliates, directors, officers, employees, and agents, with respect to any claim, demand, cause of action, or debt or liability brought by or claimed by any third party, including attorneys’ fees, to the extent that any such claim is based upon or arises out of a breach of any of your representations, warranties, covenants, or obligations.

 

  1. Fees and Commissions. All amounts payable by Artists will be transacted using monetary credits (“Coins”) within Artist’s online Zebr Account as detailed on the App and the Site. Using Coins, you may make Submissions (of Artist Content to Influencers) in accordance with the instructions detailed on the App and the Site from time to time.

 

  1. Refunds and Right of Cancellation. Except in certain cases of technical defects or manifest error, we are unable to provide any refunds or exchanges in any circumstances. For the avoidance of doubt, we will not be liable to you for failures, defects or delays in delivery caused by: (a) your provision of incorrect information; (b) your mailbox being full and unable to receive messages; (c) your failure to comply with instructions; and/or (d) an event which is outside of our reasonable control. For the avoidance of doubt, your statutory rights are not affected.

 

  1. Disputes. If a dispute should arise between Zebr and any Influencer (or between Zebr and any third party rightsholder) involving an item (or items) of your Artist Content, Zebr will seek to resolve such dispute as fairly and reasonably as possible. If we resolve such a dispute in favour of an Influencer or third party, we reserve the right in our sole discretion to remove or withhold funds from the relevant Artist account or, where insufficient funds are available, directly invoice Artist for an amount equivalent to the sum paid or payable to such Influencer or third party.

 

  1. No Endorsement by Zebr. Zebr does not necessarily pre-screen or monitor all items of Artist Content, and in any event does not endorse (and Zebr expressly disclaims any and all liability in connection with) any Artist Content, and third-party content or any other materials created or exhibited or otherwise exploited by Artist, by Users or by any third party.

 

17. Termination of this Artist Content Agreement. We may at any time terminate this Artist Content Agreement, in our sole discretion without prior notice to you and without further liability, if we believe that you may have breached (or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. You acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. You may request a withdrawal of any item(s) of your content uploaded to the Site or App at any time by email to info@ZebrMusic.com. We shall use reasonable endeavours to respond such requests, and or takedown the relevant content, within thirty (30) days. Termination of this Artist Content Agreement will not release either party from any of its obligations hereunder which are intended to have a continuing effect (including licences already granted which shall continue as validly granted). Your account will be terminated if, in our reasonable opinion, you are determined to be a repeat infringer (or otherwise have been the subject of more than one valid copyright notice or takedown request which has not been successfully rebutted).

 

18. Liability. You agree that the liability of Zebr to you hereunder shall be limited to the amount Zebr has paid to Artist for use of Artist Content hereunder of, if greater, GBP100. Except as set out herein, we shall not be liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of your use of the App, the Site or the Content or in relation to the goods and/or services that we provide. Nothing in this Artist Content Agreement shall operate to limit or exclude liability for death or personal injury caused by negligence of Zebr.

 

19. Warranties. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW IN YOUR TERRITORY, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ZEBR MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY MATERIALS OR SERVICES OBTAINED BY YOU FROM THE SITE OR THE APP, FROM US, OR FROM ANY THIRD PARTIES' WEBSITES TO WHICH THE SITE OR THE APP IS LINKED, WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE USE OF THE SERVICE IS AT YOUR OWN RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER DEVICE OR SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

 

20. Indemnity. You agree to indemnify us for any loss or damage that may be incurred by Zebr, including without limitation legal fees, arising from any breach by you of any warranty or other term herein or your misuse of any material or information obtained through the Site, the App or the Content. You further undertake to indemnify Zebr for all loss or damage incurred by Zebr in relation to any third party claim against us for infringement of intellectual property rights arising in relation to your provision of materials to the App, the Site and/or the Content.

 

21. Content Storage. Upon registering with Zebr as a Artist, you will be assigned one (1) Artist account. Zebr limits the maximum amount of disk space per account for storing your Artist Content. You agree that we have no responsibility or liability for the deletion or failure to store any Artist Content maintained or transmitted on or through the Service. Excessive use or abuse of these shared network resources by one User may have a negative impact on the Service of time, memory, disk space, and session time, is prohibited. You acknowledge that we have the right, at our sole discretion, to terminate your account, limit the number of transmissions you may send or receive through the Service, or limit the amount of storage space, bandwidth, or other resources you may use. You are solely responsible for making backup copies of any and all of your Artist Content.  Do not rely on Zebr as a primary storage space for your Artist Content. You should preserve backup copies of any digital data, information or other materials that you have uploaded.

 

22. Trade Marks. The brands, products and service names used in the Site, the App and the Content (including without limitation, "Zebr”) are trademarks or trade names of Zebr or our trading partners unless otherwise stated.

 

23. Hacking. You agree and undertake not to attempt to damage, deny service to, hack, crack, reverse-engineer, or otherwise interfere (collectively, "Interfere") with the Site, the App and/or the Content in any manner. If you in any way Interfere with of these, you agree to pay all damages we incur as a result. We will cooperate with the authorities in prosecuting any User who Interferes with the Site, the App, the Content or otherwise attempts to defraud Zebr or any other parties through your use of the Site, the App, the Content or any services provided hereunder. We reserve the right to deny any or all access or service to any User for any reason, at any time, at our sole discretion. You agree that we may block your access, and at our sole discretion to disallow your continued use of the App, the Site and/or the Content. We reserve the right to take any action we may deem appropriate in our sole discretion with respect to violations or enforcement of the terms of this Agreement, and we expressly reserve all rights and remedies available to us at law or in equity.

 

24. No Partnership. Your use of the Site, the App and/or the Content creates no partnership or fiduciary relationship.

 

25. Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control.

 

26. Severance. If any part, term, or provision of this Artist Content Agreement shall be held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any relevant law, the remaining portions or provisions shall still remain valid and continue in full force and effect.

 

27. No Waiver. No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Artist Content Agreement shall operate as a waiver of any breach of the same or any other provision of this Artist Content Agreement.

 

28. Variation. This Artist Content Agreement may be varied from time to time by our posting new terms on the Site, and any such amendment will be applicable to all Artists from the date and time such revised terms have been posted on the App and the Site. Your continued use of the App, Site and/or Service constitutes agreement with and acceptance of any such amendment or other changes. We constantly experiment and innovate with the App and the Site in order to provide a better experience and you hereby acknowledge and agree that the form and nature of the Service may change from time to time without prior notice to you.

 

29. Further Assurance. You hereby agree at the request of Zebr to execute all such further documents and do all such further acts as Zebr may require to evidence the rights contemplated herein.

 

30. Law and Jurisdiction. This Artist Content Agreement shall be governed by and construed in accordance with the laws of England. Any disputes arising under or in connection with this Artist Content Agreement shall be subject to the exclusive jurisdiction of the Courts of London, England.

 

31. Contacting Us. If you have any questions (or if you encounter or become aware of any objectionable or infringing or unlawful content posted anywhere on the Site or the App), please contact us at the following address: Zebr Limited, c/o Piper House, 4 Dukes Court, Bognor Road, Chichester PO21 8FX, UK, or email us via info@ZebrMusic.com.

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