Last updated: 29th November 2011
The Muvolution website is operated by Muvolution Ltd, UK registered company number 6937311 with registered address 5 Fletching Road, London, E5 9QP, England ('Muvolution'). Access to and use of muvolution.com (the ‘Site') or any other service owned and operated by Muvolution (collectively with the Site, the ‘Service’), both within the UK and internationally is provided by Muvolution on the following terms.
By using the Service you agree to be bound by these terms, which shall take effect immediately on your first use of the Service. If you do not agree to be bound by all of the following terms please do not access, use and/or contribute to the Service.
Muvolution may change these terms from time to time and so you should check the terms regularly. The terms will be published on this page, with the latest modification date indicated at the bottom of the document. Your continued use of the Service will be deemed acceptance of the updated or amended terms. If you do not agree to the changes, you should cease using the Service.
You agree to use the Service only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of the Service. Prohibited behaviour includes harassing or causing distress or inconvenience to any person or transmitting obscene or offensive content.
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 or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any User Submission, that:
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Muvolution, either using a third-party authentication service (eg. Facebook), or directly with Muvolution. When registering directly with Muvolution, as part of the registration process you will be asked to choose a password to protect your account. You are responsible for ensuring the security and privacy of the chosen password. You shall be responsible for any use of the Service through your registered account. Muvolution accept no liability for any loss or damage caused to you or any third party due to use of your account by an unauthorised party. You will immediately notify Muvolution in writing of any unauthorised use of your account, or other account related security breach of which you are aware.
You may also create a public profile linked to your account for which you are required to choose an identifying name (‘Username’). Muvolution reserve the right to refuse to grant the use of any Username that may be deemed to impersonate someone else, is protected by trademark or proprietary rights law, is vulgar or offensive, or otherwise inappropriate. The refusal to grant a Username is at our sole discretion. Further, Muvolution retain the right to suspend or terminate any account which is deemed to violate this policy regarding Usernames.
All copyright, trade marks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Service and all content located on the Site shall remain vested in the Muvolution or its licensors (which includes other users). You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, make available to the public, or otherwise use Muvolution content in any way except for your own personal, non-commercial use. You also agree not to adapt, alter or create a derivative work from any Muvolution content except for your own personal, non-commercial use. Any other use of Muvolution content requires the prior written permission of Muvolution.
The names, images and logos identifying Muvolution or third parties and their products and services are subject to copyright, design rights and trade marks of Muvolution and/or third parties. Nothing contained in these terms shall be construed as conferring any licence or right to use any trade mark, design right or copyright of Muvolution or any other third party.
Muvolution are committed to ensuring that all content provided on the site is done so in accordance with international law and with the consent of applicable copyright owners. We make reasonable endeavours to verify that content on the site has been cleared for use by the copyright holder(s). We will upon notification of any actual or potential infringement either seek the consent of the copyright holder(s) to use such content or, if this is not possible, remove the infringing or potentially infringing content from the site.
If you believe that your work, or the work of a third party has been used on the site without the consent of the copyright holder, please contact us providing the following information:
If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.
The failure or delay of Muvolution to exercise or enforce any right in these terms does not waive Muvolution’s right to enforce that right.
These terms shall be governed by and interpreted in accordance with the laws of England and Wales which shall have exclusive jurisdiction over any disputes.
Muvolution will make reasonable efforts to keep the Service operational. However technical difficulties, service upgrades or other factors outside the control of Muvolution may, from time to time, result in service interruptions. Muvolution also reserves the right at any time to modify, suspend or discontinue the Service, or functions of the Service, either temporarily or permanently. You agree that Muvolution shall not be liable to you or any other third party for any of the direct or indirect consequences of such modification, suspension or discontinuance of the Service.
You may purchase products and/or services from a band through the Site, including without limitation purchases of digital downloads and physical merchandise (each such purchase is a “Transaction”). You warrant that if you enter into a Transaction, you shall be able to make full and immediate payment for the requested products or services.
We are unable to offer any cancellations or refunds of any orders. All sales are final and are confirmed immediately at the point when payment has been processed. Muvolution offer preview samples of audio material to assist you in making a decision prior to making a purchase.
By using the Artist Features of the Site or Service you agree to these Terms regarding your use of the Service.
You grant Muvolution the worldwide, non-exclusive licence, royalty-free right and license to:
For the avoidance of doubt Muvolution shall be entitled to distribute the Licensed Content without any form of Digital Rights Management protection. You acknowledge that Muvolution makes no warranty with respect to any DRM technology which may be incorporated into the Muvolution System and assumes no liability for any third party breach of the DRM technology and resulting unauthorised duplication, distribution or exploitation of the Licensed Content.
The right and license you grant to Muvolution includes the right to encode, digitize or otherwise format all Licensed Content and make such encoded files available to customers through the Muvolution services.
This Agreement does not extend to, and you are not granting any rights to distribute the Licensed Content through physical means (for example, a compact disc), to Muvolution.
During the Term, you grant to Muvolution the non-exclusive right and license to use the names, likenesses, and biographies of Artists associated with the Licensed Content, along with any Licensor Marks, for promotional, advertising and other trade purposes.
You have no objection to Muvolution's use of reputable third-party metadata in conjunction with the Distributed Content, but make no grant or warranty in such regard.
All rights granted to Muvolution under this Agreement may be transferred in whole or in part to one or more Successor Parties by Muvolution.
You will set the prices for your products that are charged for any sale of your Tracks or Albums on Muvolution (the ‘Retail Prices’), and you may change the Retail Prices at your sole discretion; you may be given a range or selection of prices from which you must choose. Notwithstanding the foregoing, Muvolution may redistribute previously purchased copies of your products to users who have, in Muvolution's sole discretion, received a corrupted copy of any Track or Album, an incorrect file format version, an incomplete copy, or other non-delivery due to technical failure, on a no-fee basis to the user (i.e., the user is not charged a new fee for the redistribution). Consequently, no additional payments shall be made to you for such redistributions. Muvolution shall be entitled to a share of the revenue you receive from sales (the ‘Revenue Share’), which shall be the amount disclosed to you during creation of your Artist Account or thereafter (currently twenty percent (20%)) calculated on your gross revenue from sales. You shall be solely responsible and liable for, and Muvolution shall have no responsibility or liability for, any bad debts (such as credit card returns or fraud), fees, disputed payments, refunds, or similar costs. Payments received from users for sales of your Tracks and Albums shall be directed to you, provided that if there is an outstanding Revenue Share or other amount owed to Muvolution, such payments may be directed to Muvolution in accordance with Muvolution's standard policies. Muvolution retains the right, but does not have the obligation, to immediately halt the offering or sale of any Tracks or Albums, or to prevent or restrict access to the Service or take any other action in case of technical problems, objectionable material, inaccurate listings, violation of third party rights, or actions otherwise prohibited by the Terms, any procedures and guidelines contained on the Site, or for any other reason in Muvolution's sole and absolute discretion, and to correct any inaccurate listing or technical problems on the Site.
For the avoidance of doubt, Muvoution's Gross profit on a sale shall include only monies charged for the Albums and/or Tracks, not including any surcharges which may be applied (such as payment processing or quality surcharges), directly to the purchaser upon the sale of the track. It shall not include any advertising revenues or other revenue which may be received for associated content provided to the user. It shall not include any payments which are due to collection societies or other third parties.
You acknowledge that you shall not be entitled to any fees, royalties, charges or payments from Muvolution other than as set forth in this Section
Muvolution allows you to give away your media as a promotional tool. Free downloads are subject to limitations on the number of free items an artist may give away. To be eligible to give away media for free, you warrant that you own and control all rights in the media.
Muvolution may provide full-length sample streams of content available for purchase. Such streams will be provided without adverts as a promotional tool only. These Promotional Streams will be available to each Registered User a limited number of times. For the avoidance of doubt, Muvolution shall be responsible for the payment of any applicable collection society performance payments or other publishing related fees. However no fee shall be payable to Licensor in relation to such Promotional Streams.
With the exception of mechanical and performance payments that may be due directly to collection societies, you are solely responsible for, and Muvolution shall have no responsibility for, obtaining any licenses or permissions to use, or for paying any royalties, fees or other payments (irrespective of designation and whether imposed on you or any intermediary or on the party exploiting the Licensed Content) for the use of, or right to use, any Licensed Content or any portion thereof and/or for the exploitation of any rights granted or purportedly granted to Muvolution hereunder. Without limitation of the foregoing (and with the exception of mechanical and performance payments that may be due directly to collection societies), you shall be solely responsible for:
You represent and warrant to Muvolution as follows:
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 Artist Sound Recordings as authorized under these Terms.
You acknowledge that, through no fault of Muvolution, a third party (such as a customer), independent of rights granted by Muvolution, may have the capability to make digital or physical copies of the Licensed Content from using Muvolution’s services. Muvolution shall have no responsibility to Licensor for such unauthorised digital or physical copies which may be made by third parties.
Muvolution may place on its and its Affiliate and partner web sites any of the Licensed Marks in a prominent manner and placement. Such trademark and logo may link to Licensor’s web site home page, or any other page agreed upon by the Parties in writing.
Subject to all of the terms and conditions of this Agreement, the parties hereto hereby grant to the other a limited, non-exclusive, non-transferable right and license (with no right to sub-license) to use and display the other party’s service marks, trademarks, trade names, logos, or other commercial or product designations (Marks), for the sole purpose of furthering the relationship contemplated by this Agreement.
No failure or delay of either Party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be construed as a waiver thereof.
This Agreement may be executed in any number of counterparts, and each counterpart shall constitute an original instrument, but all such separate counterparts shall constitute one and the same agreement.
In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in any other circumstances, shall not be affected thereby.
This Agreement, which includes all attachments and exhibits referenced herein, constitutes the entire Agreement between Muvolution and Licensor with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the Parties with respect to such subject matter. In the event of a conflict between this Agreement and any of its Exhibits, this Agreement shall control.
In the event of a change of control, Muvolution shall have the right to assign all or part of this Agreement and hereunder to any Successor Party.
© 2007-2013 Muvolution Ltd