These Terms and Conditions, comprise the specific terms and conditions on which you have agreed to grant to Soundclub LTD and persons authorised by Soundclub LTD the irrevocable right in perpetuity to reproduce, distribute, communicate to the public, broadcast, transmit and exploit all or part of the Material(s) you have submitted via soundclub.com website, or sent to the Soundclub team through email, Google Drive or any cloud platform, and social media (the “Material(s)”) including, but not limited to the right to use the Material(s) in connection with the production, exploitation, promotion and/or advertising of the websites owned and controlled by Soundclub LTD throughout the world for the entire period of copyright in the Material(s) and all extensions and renewals thereof by all means and in all media whether now known or hereafter discovered or developed (Agreement).
The following definitions and rules of interpretation apply in this agreement.
Commencement Date: the date of this agreement.
This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to ‘writing’ or ‘written’ includes email and/or submission via soundclub.com website, or sent to the Soundclub team through email, Google Drive or any cloud platform, and social media.
Any words following the terms ‘including’ , ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Grant of rights
In full and final consideration of the mutual promises made under this agreement which you hereby acknowledge is good and valid consideration for all rights granted hereunder, you hereby grant to Soundclub LTD a licence of the Rights and all other rights, title and interest in and to the Materials in perpetuity so that Soundclub LTD shall be entitled to exploit the Materials throughout the world in any and all media whether now known or hereafter invented.
You hereby grant to Soundclub LTD the right to issue details relating to the Materials and to use and reproduce the Materials and your name in publicity, promotional material and in connection with the Materials.
Once the Material(s) have been submitted to Soundclub LTD the Material(s) may only be withdrawn if agreed in writing by Soundclub LTD.
Soundclub LTD shall accord you credit on any use of the Material(s) and shall endeavour to ensure that in any agreements with third parties who use the Material(s) that they shall accord you credit. However, unintentional error or omission to accord credit by Soundclub LTD or third parties shall not be construed as a breach of this Agreement.
Soundclub LTD does not guarantee to use the Material(s) within any specified period of time, or at all.
Soundclub LTD reserves the right to use, store, publish or transmit all Material(s) in its archives in any format whether printed electronic or otherwise. Soundclub LTD reserves the right to use, store, publish or transmit all Material(s) in external archives and databases including but not limited to websites published by Soundclub LTD and/or third party database and/or archive publishers and to keep all Material(s) in said archives in perpetuity.
By submitting the Material(s) to us and assigning the rights of such Material(s) to Soundclub LTD in accordance with the terms and conditions set out herein, you shall be given the opportunity to receive a one-off fee in the sum of ten pence (GBP £0.10) (the “Fee”). The Fee shall only become payable if and when the Material(s) has been uploaded on the Soundclub platform for more than 72 hours.
Should the Fee become payable, you shall notify Soundclub LTD via email (email@example.com with subject “Contribution Payment”) to provide your payment details within ninety (90) days, failing which the Fee shall no longer be payable. The Fee shall then be made to you within thirty (30) days following Soundclub LTD’s receipt of such payment details from you. Should it arise that you have breached any of the terms set out in this Agreement (including the Warranties made by you herein) or if you fail to comply with your obligations under this Agreement, after the Fee has been paid to you by us, you shall be liable to return the Fee to us (in full and without any deductions of any kind whatsoever) within thirty (30) days of our notification of such breach to you in writing (which shall include email). You understand and agree that all the Terms set out in this Agreement and your assignment of all rights in and to the Material(s) shall remain in full force and effect (and i.e. remain the property of Soundclub LTD in full and without any limitations of any kind whatsoever). You understand that we may be required to deduct amounts from the Fee, if required by law (including but not limited to any form of tax) and that sums may be deducted from the Fee due to payment charges (including but not limited to bank and/or wire transfer fees, PayPal fees or other service fees).
You hereby acknowledge that the mutual promises made under this agreement includes full, equitable, proper and adequate consideration in respect of any and all rights of whatsoever kind or nature to which you may now be or shall hereafter become entitled under the laws of any country of the world in connection with exploitation of the Materials in any and all media.
You hereby warrant to Soundclub LTD as follows:
(a) that you are the sole legal and beneficial owner of and you own all the Rights in the Material(s) supplied and that those Materials are not libellous and will not infringe any copyright or other third party right;
(b) that you have not licensed or assigned any of the Rights in the Material(s) and that they are free from any security interest, option, mortgage, charge or lien;
(c) that you shall maintain the strictest confidentiality on all matters relating to the Material(s) and/or your relationship with Soundclub LTD;
(d) you are not aware of any infringement or likely infringement of the copyrights in and to the Material(s);
(e) that there have been no claims, challenges, disputes or proceedings, pending or threatened, in relation to the creation, ownership, validity or use of any of the Material(s);
(f) that the Material(s) are original to you and have not been copied wholly or substantially from any other source;
(g) that you will comply with The Bribery Act 2010; and
(h) that all persons included, incorporated or otherwise featured in the Materials have given the necessary consents.
Soundclub LTD reserves the right to withhold use of the Material(s) and all or part of any applicable fees should it reasonably suspect that you have breached any clause of this Agreement.
Indemnity and limitation of liability
You shall indemnify Soundclub LTD against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Soundclub LTD arising out of or in connection with (a) any breach of the warranties contained in this Agreement, or (b) the enforcement of this agreement.
In the event that any complaint or claim relating to the Material(s) is made by any third party at any time, whether a formal legal complaint or otherwise, you agree to co-operate fully with Soundclub LTD in responding to and defending such complaints or claims. Soundclub LTD, at its sole discretion, shall have full conduct of any such claim. Soundclub LTD reserves its rights to make a claim against you for any loss incurred where a claim is as a result of your breach of any of these Terms in relation to the Material(s).
At your own expense you shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this agreement including assisting Soundclub LTD in obtaining, defending and enforcing the Rights and assisting with any other proceedings which may be brought by or against Soundclub LTD against or by any third party relating to the Rights.
Subject to fraud, death or personal injury caused by Soundclub LTD’s negligent act or wilful misconduct, in no event will Soundclub LTD be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever arising out of any Materials. Furthermore, Soundclub LTD’s liability to you in any event shall not exceed an amount equal to the total amount of revenue received by Soundclub LTD in connection with the Materials during the six (6) month period immediately prior to the date on which any claim arises.
You, being the sole author of the Materials, waive absolutely your moral rights arising under the Copyright, Designs and Patents Act 1988 in relation to the Materials and, so far as is legally possible, any broadly equivalent rights you may have in any territory of the world.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Any amendment and/or variation to the Terms shall not be valid unless agreed in writing by Soundclub LTD. Soundclub LTD reserves the right to alter and amend the Terms from time to time, and will notify you of such changes if required.
If at any time any provision of the Terms becomes void or unenforceable this shall not affect the rights and obligations of the parties with regard to the remaining provisions of these Terms.
Third party rights
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email to:
(a) Soundclub , Soundclub LTD, 71-75 Shelton Street, London, WC2H 9JQ
(b) Submitter : email address submitted with Material(s).
These Terms shall be governed by the laws of England and the courts of England shall have exclusive jurisdiction in respect of any dispute brought by you relating to these Terms, however Soundclub LTD reserves the right to bring a claim against you in any jurisdiction.