Terms & Conditions of Use

These Terms of Service are effective from 8th March 2021.

We are Audiotarky Ltd, a company registered in England and Wales (“Audiotarky”, “we” or “us”. Our company registration number is 12894703 and our registered office is at 5a Brinkworthy Road, Bristol, Somerset, United Kingdom, BS16 1DP and we operate the website https://www.audiotarky.com (the “Website” or “Platform”).

These are our Terms of Service of service, and these terms, along with our privacy policy form a contract (the “Agreement”) between you (“you” or “user”) and us. These terms of service tell you who we are, how we will provide our service to you and how we may change or end the Agreement.

Before using our Website and our Service (the “Platform”) you must read, agree to and accept these Terms of Service and any other documents referred to. These Terms of Service, and any other documents referred to, may be updated from time to time.

Your use of the Platform is governed by the Agreement and if you do not accept the Agreement, or any of its terms, then you must not use the Platform.

If you need to contact us you can email us at hello@audiotarky.com.

Modification of the Terms of Service

We may make minor changes to these Terms of Service, or the Service we provide, where it is reasonably necessary. We may make these changes to reflect changes in applicable laws, or for technical reasons, addressing a security threat, for example. We would not expect these changes to affect your use of our Service or have a material effect on the Agreement.

Where we need to make more significant changes to the Terms of Service, or the Service we provide, then we will notify you of the changes, in advance where possible, and you will have the option to end the Agreement if you do not accept the changes.

Our Service

The purpose of our Platform is to connect content creators with consumers and allow the content creators to be paid for their work in a fair and equitable way. It allows you, if you are consumer of content, to find new and interesting content, safe in the knowledge that the creators are being paid fairly for their work. If you are a content creator then the Platform allows you to share and monetise your content.

We achieve this by using “Web Monetisation” on our site. Web Monetisation is a mechanism that allows consumers to stream micro payments to creators for the time you spend consuming the content. When you browse our website payments will be streamed to us, via your Coil subscription. When you consume content, listening to a song, for example, then payment will be streamed to the artist, with the exception of a small portion that will come to us, to help cover our running costs. As you navigate the site the Coil plugin will alert you that streaming payments are being made.

You can read more about Coil and sign up for a Coil account on their website. By using our website with Coil you agree to the Coil terms and conditions, which are available on the Coil website. We use Coil technology on our Platform to facilitate monetisation, but aside from that we have connection to, or relationship with Coil. Your agreement with Coil is personal to you, and is unrelated to your agreement with us.

Our intention is to give content creators a much bigger share of streaming revenue than they would receive on other streaming platforms.

Account Registration

If you are an artist, or are acting on behalf of an artist then you may need to register for an account to upload content to the Platform. When you register for an account you must provide true, accurate and complete information. Once registered you must keep your account information up to date.

if you have an account on the Platform then you are responsible for any activities carried out using your account information. You must keep your account information secure and confidential and not disclose it to third parties. You must inform us immediately if you believe there has been an unauthorised use of your account or any third party has access to your account details.

In order to have an account on the Platform you must be at least 13 years of age. If you are under 18 years of age, then you can only use the Platform with permission from a parent or guardian, and they must agree to be bound by these Terms and Conditions. Some countries have laws that require the consent of a parent or guardian for someone under the age of 18 to use services like ours. By using the Platform you are confirming to you that you have the permission, or consent, required.

If you are the parent of guardian of a user who is under the age of 18 then, by allowing that user to use the Platform, you are agreeing to and are subject to these Terms and Conditions and the Agreement, and you are responsible for that user’s activity on the Platform.

We reserve the right to suspend, disable or remove any account where we reasonably believe the account holder has failed to comply with any of the terms of the Agreement. If we have disabled or suspended your account for any reason, then you should not register another account without our specific permission.

Business Use

If you are using the Platform on behalf of a company or other entity, then you must have the authority to act on that company’s or entity’s behalf. You represent that you have such authority and that the company or entity agrees to and accepts that it is bound by the Agreement.

We may suspend or withdraw our site

We do not guarantee that the Website or the Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website or Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access Website or Platform through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Intellectual Property

Unless otherwise indicated, we are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. This includes all components of the website, including, but not limited to, source code, databases software, design, graphics, text, images audio and video. This content is protected by copyright laws and treaties around the world. All such rights are reserved.

Content uploaded by content creators, or their representative, will be licensed for use on terms selected by the relevant rights holder.

Content

We provide the Platform to allow content creators to upload content that users can access. This content may include audio, video, graphics, text, photos, etc. In addition, there may be other content like tradenames, trademarks, logos or service marks. Any content remains the responsibility of the user that uploads it, and we are not obligated to host any content or to make it available. We reserve the right to remove any content that we believe does not comply with this agreement, violates the law, or violates another party’s rights.

This Website includes information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

Uploading Content: Who May Upload

Normally, content must only be uploaded to the Platform by the rights holder. Typically, the rights holder will be the person that created the content, but in some circumstances someone other than the creator may have the right to upload it.

By uploading content to the Platform you warrant and represent that you are the rights holder for the uploaded content, and you have the right to upload it and benefit from it being on the Platform. You indemnify us for any loss, damage, costs, claims or expenses we suffer as a result of your breach of this warranty.

Where you are uploading content that includes works from other artists or is owned by third parties you warrant that you are the primary rights holder and that you have obtained any other permissions and licences necessary for the included third party works. You indemnify us for any loss or damage we suffer as a result of your breach of this warranty.

By uploading content to the Platform, you warrant and represent that neither you nor anyone else has licensed, assigned or otherwise granted any rights in the content or any part of it to any third party (including but not limited to any collecting society), or is deemed to have done so, such that our making the content available through the Platform may lead to a liability to any such third party or the possibility of a claim from any such third party. You indemnify us for any loss, damage, costs, claims or expenses we may suffer as a result of your breach of this warranty.

There may be circumstances where you may wish to upload content to the Platform where you are not the rights holder. In these circumstances you must contact us before uploading the content.

Uploading Content: The Rules

Whenever you make use of a feature that allows you to upload content to the Platform you must comply with the content standards (the “Content Standards”) as set out below.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty.

You must not attempt to manipulate engagement statistics by enticing or encouraging people through the use of payment or incentives or any other means.

You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties as well as a licence for those third parties. The rights you license to us and third parties are described in the “Licences” section below.

When you upload content to the Platform you understand and agree that it will be made available to other users of the Platform, and those users will be able to view or listen to your content and share it with other users.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Platform constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any content you add to our site if, in our opinion, it does not comply with our Content Standards.

Where you are uploading content for monetisation you understand that any revenue for the paid for content is collected by Coil. You will need to have an active ILP enabled wallet in order to be able to collect revenue. We do not recommend any particular ILP enabled wallet and it is your responsibility to select a wallet that is safe, secure and fulfils all of your particular requirements. We have no connection with any ILPenabled wallet providers and mere use the technology to facilitate monetisation.

You are solely responsible for any tax matter related to the revenue you receive from our site.

Whilst we back up the contents of the Platform, in line with standard industry practice, we are not a cloud backup service and cannot guarantee that your uploaded content is securely backed up or will be recoverable in the event of a Platform failure or disaster event. You must ensure that you maintain adequate copies and backups of your content.

We are not responsible for viruses and you must not introduce them

We do not guarantee that the Platform will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programs to access the Platform. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Website is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990 or similar legislation in other jurisdictions. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.

Acceptable Use of the Platform and Content Standards

As a condition of your use of the Platform, you agree not to use the Platform:

  • for any purpose that is unlawful under any applicable law or prohibited by these Terms of Service;
  • in a way that infringes the intellectual property or any other right of a third party;
  • to commit any act of fraud;
  • to distribute viruses or malware or other similar harmful software code;
  • for purposes of promoting unsolicited advertising or sending spam;
  • to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);
  • in any manner that disrupts the operation of the Platform or the website or business of any other entity;
  • to misuse any reporting or flagging process, including making false complaints or takedown requests, or otherwise making vexatious, groundless or frivilous complaints or claims;
  • in any manner that harms minors;
  • to promote any unlawful activity;
  • to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing;
  • to gain unauthorised access to or use of computers, data, systems, accounts or networks; or
  • to attempt to circumvent password or user authentication methods.

You may create a link to the Website from another website without our prior written consent provided no such link:

  • creates a frame or any other browser or border environment around the content of the Website, unless such activity utilities tools provided by us for that purpose;
  • implies that we endorse your products or services or any of the products or services of, or available through, the website on which you place a link to the Website;
  • displays any of the trade marks or logos used on the Website without our permission or that of the owner of such trade marks or logos; or
  • is placed on a website that itself breaches this Policy.

We reserve the right to require you to immediately remove any link to the Website at any time, and you shall immediately comply with any request by us to remove any such link.

Monetisation

Content in certain areas the Platform can only be accessed on a paid for basis. We use “Web Monetisation” for the areas of the Platform contain paid for content. In order to access the paid for content you must have an active Coil account and subscription. You can sign up for Coil here.

The cost of access to the Platform and its content will be deducted from your Coil subscription. Coil determine the deductions, but you will never pay more than your Coil subscription.

If you agree to pay, then you will have entered into an agreement with the content provider and you will be able to access that paid for content, and your Coil account will be charged, at the Access Rate, for the time you spend consuming the content.

Monetising your content

There are two monetising models, and you have the option to use one or the other or both. The first model is the classic streaming model. Use this model for your finished works. You will be paid directly for the time people spend consuming your content. When a user listens to your song, the last 10 seconds of streaming revenue will be redirected to us.

The second model can be used to monetise your “scraps”. In this model you allow other creatives to use, under licence, your unfinished creations, your killer riffs or sweet chord progressions that you are not using. Under this model you will be paid for the time other users spend browsing your scraps catalogue.

In order to monetise your content you must have a valid ILP enabled wallet and fulfil any requirements from your wallet provider necessary to receive funds. If you do not have a valid ILP enabled wallet, or you have not fulfilled any of the wallet provider’s requirements to receive funds from Coil, then any revenue generated from your paid for content will be forfeited.

We reserve the right to suspend or redirect payment of streaming revenue where we reasonably believe the content it is related to does not comply with the Agreement (including, but not limited to, violating any other person’s intellectual property rights) or you are in breach of the Agreement.

Any payment made to you will based on the Access Rate multiplied by the number of seconds your content was accessed for. The streaming revenue will be paid directly to your wallet. if you have uploaded content on behalf of the rights holders then you are responsible for ensuring they receive the streaming revenue.

We are not responsible for any issues you may have with Coil, your wallet provider, or any other third party involved in the payment process. Any issues you encounter in receiving payments, once they have been correctly calculated, are between you and Coil or the wallet provider or the relevant third party.

You are responsible for calculating, and accounting to the relevant authorities, any tax due on any revenue you receive form the Platform whether it is a sale tax, VAT for example, or any kind of income tax,tax on profit or licensing fees. We do not collect, withhold, or forward any tax payments or licensing fees on your behalf.

No right to a refund

When you visit our Website with Coil enabled you agree to use your Coil subscription to pay for access to our Website. The streaming payments and your access to the Website are immediate, and you therefore lose your right to cancel. By continuing to access the Website with Coil enabled you confirm that you are waiving your right to cancel.

This means that you do not have the right to cancel your agreement with the content provider once the automatic streaming of the digital content starts and are not entitled to a refund unless the digital content is faulty. You can stop streaming content at any time, and when you stop streaming, you stop paying.

This does not affect the rights you have if your digital content is faulty.

Licences

Your licence grant for your streaming content:

As you will remain the owner of all rights to your content, you must grant us a licence, otherwise we cannot store, promote, or make you content available to other users. Therefore, when you upload or post content to our site, you grant the following rights:

  • a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, transcode, and perform that user-generated content in connection with the service provided by the Platform and across different media including to promote the site or the service;
  • a worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content in accordance with the functionality of the site.

The licences granted for your streaming content above are perpetual, subject only to termination by you or by us effective immediately upon deletion of the content from the site by you or by us. You have the right to delete any of the content you have uploaded to the site at any time without notice and for any or no reason. Likewise, we have the right to delete any content you have uploaded to the site at any time without notice and for any or no reason.

Upon uploading content, you automatically grant the following rights to anyone streaming your content. You may at your discretion also grant them additional rights.

Anyone accessing this content through audiotarky.com is permitted to listen to it as it is streamed, and is granted a personal, non-exclusive limited licence to do so. This licence does not extend to any form of public performance or synchronisation. It is not permitted to capture or record the stream or any part of it (except to the limited extent necessary for your computer or other device to process and buffer the stream to provide a near-instantaneous listening experience, provided any such buffer is transient) , or to adapt or combine it with any other material, or to rebroadcast or re-stream it through any other service.

Your licence grant for your scraps:

Where you have decided to make you scraps available for other users of the Platform to use, you will need give the user a licence for that use. You can choose the licence and the user will have to accept that licence before they will be able to use your scraps. You can use the following link to choose an appropriate licence, then assign that licence to your scraps on the Platform: https://chooser-beta.creativecommons.org.

You may delete one more of your scrap(s)s from the Platform at any time without notice We may delete one or more of your scraps from the Platform at any time without notice. In each case, deletion will terminate your licence with us for those scrap(s), but will not affect any licences you have already granted to third parties for those scrap(s).

Our responsibility for loss or damage suffered by you

Whether you are a consumer or a business user:

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

If you are a business user:

We exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the use of, or inability to use, the Platform or the use of or reliance on any content displayed on the Platform.

In particular, we will not be liable for any loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

If you are a consumer user:

We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

How we may use your personal information

We will only use your personal information as set out in our privacy policy.

The entire purpose of our Platform is to benefit content creators and we therefore takes the rights of content creators very seriously. Where we receive a notice of an alleged copyright infringement (an “Infringement Notice”), we will take the following action:

We will remove or suspend access to content that is subject to an Infringement Notice. The uploader of that content will have an opportunity to appeal the removal, or suspension of access to the content, and must do so within 7 days of the removal or suspension of access. If we have not received an appeal within 7 days of the removal or suspension of access of the content, then that content will be permanently deleted from the Platform.

Where we receive 3 Infringement Notices which are unchallenged, or the challenges were unsuccessful (so the content did infringe a third party’s copyright) for the same user of the Platform, then that user’s account will be deleted from the Platform.

If you believe content on the Platform violates your or another party’s intellectual property rights you should contact us at legal@audiotarky.com.

Which country’s laws apply to any disputes?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

©2021, Audiotarky | Legal