Terms of Service | Serenada

SERENADA

ARTIST and CONTRIBUTOR TERMS OF SERVICE

INTRODUCTION

Welcome to Serenada – an artist first streaming platform, enabling Artists to upload and make available their Artist Content on the Platform, in order for Serenada to make available, stream, publish, perform and /or display such content to Fans via the Platform.

The Serenada Platform is owned and operated by Penny Play Limited. We are a company registered in England and Wales, with company number 15920703 and our registered office is at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.

You can contact us at info@serenada.music

In this Agreement we refer to Penny Play Limited as Serenada, we, us, our etc. And we refer to you as an Artist or Contributor (as applicable), you, your etc.

These Terms of Service (“Terms”) apply to all Artists and Contributors use of the Serenada Platform, as well as the related websites and apps.

The Artists are the persons who upload and manage the Artist Content that is to be made available on the Platform. The Artist must ensure that they have full authority to deal with the Artist Content on behalf of all rightsholders (including any creator, musician, composer, writer, collaborator, performer, producer or other rightsholder as further defined below).
The Contributors are the specific rightsholders that will be entitled to royalty payments generated via the Platform as a result of Subscriptions Fees received from paid streaming usage of the Tracks by Fans. The Artist must provide all relevant information about the Contributors to enable such royalty payments, and Contributors must register for an Account on the Platform to verify that information.
In some circumstances you could be acting as an Artist – managing content, and in other circumstances you may be acting as a Contributor – receiving royalties in relation to other content.

By clicking “Accept”, “Agree”, “Confirm” or other similar button or process during the registration or signup process, or otherwise agreeing another document or agreement that incorporates these Terms, or otherwise using the Serenada Platform or related websites or apps, you agree that you are bound by these Terms.

Please read these Terms carefully as they set out your rights and obligations and define a legally binding contract (“Agreement”) under which we make the Serenada Platform and related services available to you. You should keep a copy of these Terms for your records. Please also read our Privacy Policy (www.serenada.music/privacy). If you do not agree to these Terms or the Privacy Policy, or are not acting as a business in the course of trade, please do not use the Serenada Platform.

We may update these Terms from time to time. You should regularly check this page to see if any changes have been made. In relation to updates that materially affect our legal relationship, we will attempt to notify you directly. Ongoing use following such changes or notification will be deemed acceptance of the changes.

1. INTERPRETATION

In this Agreement, unless the contrary intention appears:

“Account” means your registered account as described further in clause 3;

“Agreement” means these Terms of Service together with all schedules, annexes and all other documents referred to herein, or that we agree with you and which incorporate these Terms;

“Artist” means the lead individual or other legal entity that is authorised to deal with the Artist Content and provide Contributor information on behalf of themselves and all other Contributors;

“Artist Content” means all Tracks, Promo Clips, music, sound recordings, compositions, performances, text, pictures, images, sound, graphics, video, data, information or other content or materials supplied, made available, published, displayed or provided by the Artist in whatever form in connection with the Platform;

"Authorised Users" means any person(s) including employees, agents and contractors of the Artist and/or Contributor who are authorised by the Artist and/or Contributor to use their Account and/or the Platform on their behalf;

“Content and Community Rules” means any rules and policies relating to behaviours, acceptable use and acceptable content (including our AI policy) that we publish and update from time to time on the Platform, available here;

“Contributor(s)” means a contributor (such as musician, composer, writer, performer, collaborator, producer, manager) who is a Rightsholder in relation to Artist Content, other than the Artist;

“Disputes Policy” means the Serenada process and policy relating any dispute between Artists and Contributors, or other Rightsholders, about their respective ownership splits and rights to Royalties and/or the information provided by either in relation to such rights

“Fan(s)” means a fan or other user of the Platform that is not acting in the capacity of an Artist or Contributor;

"Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, confidential information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

“Laws” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency;

“Platform” means the Serenada platform via which the Artist Content is hosted and made available to Fans, and all versions, amendments and improvements and/or any other software, tools, methods, models, know how, code, functionality or other elements owned or developed by Serenada, including all feedback and suggestions form Users;

“Platform Data” means all usage and/or statistical, analytical or other data, information, learnings or know how related to and/or derived from the use of the Platform and the Artist Content by Artist and/or Contributor and/or other Users;

“Profile” means any profile information about you that you provide within the Platform;

“Promo Clips” means short form (less than 30 seconds) audio visual clips derived from or related to the Tracks provided as part of the Artist Content, including as the length may be edited by Serenada;

“Referral Payment(s)” means the referral payments, as specified in our Referrals and Referral and Payments Policy, as payable by Serenada to Artists;

“Referral Token” means a token, code, link or other unique identifier enabling introduced or referred Fans to be associated with the relevant referring Artist for the purposes of Referral Payments;

“Referrals and Referral Payment Policy” means the Serenada process and policy relating to the issuing of Referral Tokens and the calculation of Referral Payments to Artists for the proper use of Referral Tokens that lead to the creation of new Fan accounts and subscriptions, and other related financial matters, that we publish and update from time to time on the Platform, available here;

“Rightsholder(s)” means any artist, creator, musician, composer, writer, performer, producer, photographer, collaborator, contributor, participant, model, intellectual property rights owner or other rightsholder, including in relation to all sound recordings and/or and musical works / compositions embodied in the sound recordings;

“Royalty(ies)” means the royalty payment or other share of the Subscription Fees, as specified in our Royalties and Payments Policy, as payable by Serenada to Artists and/or Contributors;

“Royalties and Payments Policy” means the Serenada process and policy relating to the calculation of Royalties, payments to Artists and/or Contributors, and other related financial matters, that we publish and update from time to time on the Platform, available here;

“Subscription” means a paid subscription contract entered into between Serenada and a Fan for a subscription to the Platform to enable full access to the Platform by the Fan and the streaming of all tracks from all artists on the Platform;

“Subscription Fee(s)” means the fees for a Subscription to the Platform as payable by a Fan to Serenada;

“Term” means the term of the Agreement as provided for in clause 17;

“Track(s)” means full length sound recordings provided as part of the Artist Content;

"User(s)” means any Artist, Contributor, Fan or other user of the Platform;

“Working Day” means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.

1.1. In this Agreement, unless the context otherwise requires:
(a) words importing a gender include any other gender;
(b) words in the singular include the plural and vice versa;
(c) a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate;
(d) a reference to any Law or standard shall include a reference to that Law or standard as amended, extended, consolidated or re-enacted from time to time;
(e) a reference to a document shall include all authorised amendments, supplements to and replacements to that document;
(f) a reference to the parties shall include their permitted successors and assigns;
(g) where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and
(h) the words ‘include’, ‘including’, ‘for example’ or similar words shall be construed as illustrative and without limitation to the generality of the related words.
1.2. The headings are inserted for convenience only and shall not affect the construction of this Agreement.
1.3. Unless otherwise stated a reference to a clause or a schedule or a party is a reference to a clause in or a schedule to or a party to this Agreement.

2. PLATFORM ACCESS

2.1. Subject to approval by us of your Account registration to enable you to become an Artist or Contributor, as applicable, on the Platform, and therefore to make available the Artist Content on or via the Platform, Serenada grants you a non-exclusive, non-transferable right to access and use the Platform as an Artist or Contributor, as applicable, in accordance with the permissions, restrictions and other details set out here and on the Platform, solely for your own business use, and subject to the terms and conditions of this Agreement.
2.2. We may update the details or functionality of the Platform from time to time, and you should regularly check the Platform to see if any changes have been made. In relation to updates that materially affect the Platform functionality, we will attempt to notify you with at least 28 Working Days’ notice. Ongoing use following such changes or notification will be deemed acceptance of the changes. If you do not want to continue with the Agreement following any changes, please notify us.

3. ACCOUNTS AND PROFILES

3.1. In order to use the Platform as an Artist or Contributor, you must apply to register and create an Account and, in the case of an Artist, a Profile. Before your Account is activated, we reserve the right to verify your identity and the relevancy and appropriateness of your content that might appear on or be made available via the Platform, and may accept or reject your registration in our discretion.
3.2. The Artist must provide Serenada with all relevant information about the Contributors that will be entitled to Royalty Payments from paid-for streaming of the Tracks on or via the Platform by Fans that have entered into a Subscription, and must provide Serenada with accurate and complete details of any PRO, CMO, publisher, collection society or other rights body with which the Artist, any songwriter, publisher or other contributor is registered, or confirm where no such registration exists. The Artist must keep those details up to date and notify Serenada promptly of any change. Contributors must also be registered for an Account on the Platform and will be contacted to verify the information provided relating to them and to create an Account.
3.3. Serenada is entitled to rely on the information provided by Artists and/or Contributors about such Artists and Contributors and the respective ownership splits and rights to Royalties and details about relevant PRO, CMO, publisher, collection society or other rights bodies, and that the information is complete and covers all Contributors and other rights. Serenada has no responsibility for advising the Artist on society membership, registering the Artist with any PRO, CMO, publisher or collection society, or collecting income payable directly by those bodies to the Artist or any other rights holder*.* In the event that incomplete or inaccurate information is provided by the Artist about any Contributor or other rights, or no information is provided about a genuine Contributor or Rightsholder, the Artist will remain responsible for any royalties or other payments or liabilities that may be due to such Contributors or Rightsholder, and Serenada will have no liability to any Contributor or Rightsholder in relation to such payments or non-payments.
3.4. Please note that Tracks will go live on the Platform on the authority of the Artist, irrespective of whether all identified Contributors have also registered and created an Account, and confirmed the relevant information. In the event of any dispute between Artists and Contributors about the information provided by either in relation to their respective ownership splits and rights to Royalties please see our Disputes Policy.
3.5. Prior to registration of their own Account, Serenada will only use the personal data relating to a Contributor, as provided by an Artist, in order to contact the Contributor about the Artist Content and the information about splits and shares provided.
3.6. To use the Platform you must be at least 18 years of age. The Platform is for business users only, acting in the course of trade, and is not available to consumers. By creating an Account you warrant that you are 18 or over and are using the Platform for business purposes.
3.7. If you are registering, creating an Account or Profile and/or otherwise using the Platform on behalf of a company or other body or organisation, or on behalf of or as a representative for a third party, you confirm that you have the authority to act on their behalf and to bind them legally.
3.8. The registered entity / Account owner is solely responsible for providing (and keeping updated) true, accurate and lawful information under its Account and Profile. The registered entity / Account owner will be responsible for any use of the Account or activity on or via the Platform through the Account and/or through use of the login or password by any Authorised Users or otherwise.

4. artist / CONTRIBUTOR authority and ARTIST Content licence.

4.1. The Artist must have full authority to deal with the Artist Content on behalf of all Rightsholders, including any creator, musician, composer, writer, collaborator, performer, producer or other Rightsholder. Contributor must have full authority to deal with its own ownership split and/or share of Royalties.
4.2. In any event, Artist is responsible for:
(a) obtaining any required licenses, clearances or other permissions in relation to the Artist Content and related Intellectual Property Rights, including for the avoidance of doubt in relation to the sound recordings and musical works / compositions embodied in the sound recordings, including from all Contributors and other Rightsholders, and the exploitation of the same via the Platform, and to enable the operation of the Platform;
(b) providing accurate information and data relating to all Contributors and/or PRO, CMO, publisher, collection society or other rights body relevant to any item of Artist Content, in order for Serenada to make all applicable Royalty Payments to any and all identified Contributors and PRO, CMO, publisher, collection society or other rights body in relation to the use and exploitation of the Artist Content on the Platform.
4.3. The Artist specifically acknowledges and agrees that the Artist has sole responsibility and liability for the Artist Content including but not limited to its use and publication and/or any rights or other clearances, or other legal compliance on or via the Platform, and all other aspects of the Artist Content and its use via the Platform and/or elsewhere as permitted.
4.4. Serenada does not claim ownership of any content that you submit or make available on or via the Platform. As between us, the Artist and/or Contributor(s) shall remain the owner(s) of all Artist Content, and the Artist merely licenses to Serenada the rights set out here and as otherwise required by Serenada in order for Serenada to operate the Platform.
4.5. The Artist (including on behalf of all Contributors) grants Serenada, the non-exclusive, transferable, sub-licensable, worldwide right and licence, in relation to the Artist Content that the Artist makes available on or via the Platform, to:
- (a) copy, host, store, use, reproduce, modify, publicly perform, display, communicate, transmit, make available, distribute and create derivative works of the Artist Content for the purposes of operating the Platform and as otherwise set out in this Agreement;
- (b) make (i) the Tracks available via streaming on or via the Platform and to charge Fans a Subscription for such streaming access, (ii) make a certain amount of free play Tracks available for streaming outside of Subscriptions as set out in clause 5, and (iii) make the Promo Clips (and any other applicable Artist Content other than the Tracks) available in relation to promotion and discovery of the Artist Content and/or the Platform / Serenada either on or off the Platform;
- (c) edit the Promo Clips as necessary to be less than 30 seconds long; and
- (d) sublicence third parties to do the same on its behalf under equivalent terms as set out in this Agreement.
4.6. In addition to the content license above, Artists and Contributors further grant Serenada a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use their name, image, voice, and likeness to identify them as the Artist or Contributor as applicable, and/or the source of any of the Artist Content, including in relation to promotion and discovery of the Artist Content and/or the Platform / Serenada either on or off the Platform.
4.7. In addition the Artist (including on behalf of all Contributors) also grants Serenada the right and licence to use the Artist Content for the purposes of training machine learning models for the purpose of improving the Platform and related services. The licence includes the non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to review, interpret, analyse and use the Artist Content for the purposes of improving the Platform and related services and other machine learning models, algorithms, software and processes, including but not limited to recommendation systems, taste matching, search, analytics, fraud detection and otherwise understanding and improving Artist’s and other User’s actions and requirements. All outputs from the training usage will be deemed to be Platform Data. For the avoidance of doubt no Artist Content will be used or licenced by Serenada for any generative content creation, the replication of the Artist Content in whole or in part, the creation of derivative works, or to train generative content models.
4.8. Serenada reserves the right to remove or block Artist Content and/or any content appearing under an Account or on any Profile from the Platform, and/or suspend the relevant Account(s) from the Platform, in the event that in its reasonable opinion such content breaches the terms of this Agreement and/or pending resolution of any third party claim relating to any Artist Content or other content.

5. SUBSCRIPTIONS with Fans, and Royalties for Artists and Contributors

5.1. Serenada is entitled to offer Subscriptions and charge Subscription Fees to Fans, in relation to streaming access to the Artist Content. When Fans enter into a Subscription, they are entering into a contract with Serenada to access all content on the Platform.
5.2. A Subscription includes full access by the Fan to the Platform and the streaming of all tracks from all artists on the Platform, rather than just to Artist Content on an Artist by Artist basis. Subscriptions entitle Fans to stream Tracks on an unlimited basis during an active Subscription.
5.3. In addition, Serenada offers Fans the opportunity to stream each Track a limited amount of times for free without a Subscription for the purposes of promotion and discovery. Once the Track has been streamed the capped number of times, it will no longer be available to that Fan for free streaming unless and until they enter into a Subscription. Free access, preview use, promotional streams, discovery feed plays and other non-subscription use may be treated differently from paid subscriber streams for the purposes of Serenada’s internal royalty allocation model. Serenada may still report or account for that use where required under any applicable licence, society rule, reporting obligation or law. For more detail see the Royalty and Payment Policy.
5.4. Serenada will pay Artist and relevant Contributors the relevant Royalties, as appliable from the receipt of Subscription Fees, which will be calculated and paid (subject to applicable thresholds) in accordance with the Royalty and Payments Policy.
5.5. Please note that in the event that any relevant Contributor does not create an Account, Serenada cannot pay out any Royalties to such Contributor. Serenada will hold such Royalties, as calculated in accordance with information provided, for a period of time in accordance with the Royalty and Payment Policy. After such time, subject to having made all reasonable efforts to contact the relevant Contributor (using the information provided), Serenada will have no responsibility to make such Royalty payments.
5.6. In the event of any dispute between Artists and Contributors about the information provided by either in relation to their respective ownership splits and rights to Royalties please see our Disputes Policy.

6. PERFORMING RIGHTS organisations and collecting societies

6.1. Rights-cost reserve. Serenada may deduct, reserve or otherwise allocate from the relevant subscription revenues an amount reasonably determined by Serenada, in accordance with Royalty and Payment Policy, to cover public performance, mechanical, publishing, PRO, CMO, collection society and similar rights-related costs arising from the operation of the platform.
6.2. Review and adjustment. The percentage referred to in clause 6.1 is an initial reserve only. Serenada may review, reconcile and adjust that reserve from time to time to reflect actual licensing costs, society tariffs, reporting requirements, usage data, corrections, overpayments, underpayments and changes to Serenada’s licensing arrangements. Where actual rights-related costs are materially higher or lower than the reserve applied, Serenada may make reasonable adjustments in the same or subsequent accounting periods so that the reserve more accurately reflects the costs properly payable to third-party rights bodies.
6.3. Artist society registrations. Artists are responsible for maintaining any registrations, memberships, accounts and payment details required by their chosen PROs, CMOs, publishers, collection societies or other rights bodies. Serenada may ask Artists to provide details of those registrations as part of onboarding or rights administration. Serenada has no responsibility for ensuring that an Artist is registered with any particular society, nor for distributing any writer, publisher, public performance, mechanical or other society income that is payable by any such society or third-party rights body to the relevant Artist, songwriter, publisher or other rights holder.

7. Referrals and commissions

7.1. All Artists that create an Account and upload a specified minimum volume (see the Referrals and Referral Payment Policy for details) of Tracks to the Platform will receive a specified number of Referral Tokens. Such Referral Tokens can be distributed by the Artist at their discretion to prospective Fans.
7.2. When a valid recipient of the Referral Token validly registers for a new Fan account on the Platform and enters into a Subscription (subject to details in the Referrals and Referral Payment Policy), the relevant Artist will be entitled to a Referral Payment in accordance with the Referrals and Referral Payment Policy.
7.3. Serenada will pay the Artist the relevant Referral Payments, as applicable, which will be calculated and paid (subject to applicable thresholds) in accordance with the Referrals and Referral Payment Policy.

8. REPORTING AND Payments To Artists and contributors

8.1. Serenada will provide periodic reporting relating to sums due to Artist and Contributors, and you authorise Serenada to create an invoice in your name relating to such sums, payable by Serenada.
8.2. All sums payable by Serenada under this Agreement are inclusive of VAT or other sales tax which may be accountable by you on the sum in question at the rate and in the manner prevailing at the relevant tax point.
8.3. The Artist and/or Contributor as applicable shall be solely responsible and liable for, and Serenada shall have no responsibility or liability for, accounting to all relevant tax authorities in relation to the Royalties earned in relation to the Artist Content. You must fully comply with your tax obligations in connection with the use of our services and the licence of / receipt of Royalties in relation to the Artist Content including the reporting, filing and payment of any and all applicable taxes and other governmental assessments.
8.4. Serenada may offset against any amounts due to you under Royalties, any amounts required to be or that are actually refunded by Serenada to a Fan on Platform, including but not limited to in relation to any reversed, cancelled, refunded or unpaid Transactions, and you agree to such offsets. If you have any outstanding amounts owed to Serenada, then the amount to be remitted to you will be reduced by the amount of the outstanding amounts owed to Serenada, or may be otherwise invoiced to the Artist or Contributor as applicable by Serenada.
8.5. If any sums due under this Agreement are not paid when due, the defaulting party may be charged interest in respect of those sums from the date due until payment is made in full (before and after any judgment) at 2% per annum over Barclays Bank Plc base rate from time to time accruing on a daily basis. If you are in default of any payments due back to Serenada, Serenada may suspend your access to the Platform and/or related services.

9. AI, COPYRIGHT CLAIMS, Moderation and Serenada Content and Community Rules

9.1. Serenada does not accept or permit any AI generated content. The Artist must ensure that the Artist Content complies with our AI Policy as set out as part of the Content and Community Rules.
9.2. Serenada does not accept or permit any materials that are known by us to infringe another party’s copyright or other rights to be uploaded or appear on the Platform. The Artist must ensure that the Artist Content complies with our Content and Community Rules. If you believe that your intellectual property rights are being infringed by and content on the Platform, please notify us via copyright@serenada.music.
9.3. We aim to create a safe and welcoming community and require all Users to follow the Serenada Content and Community Rules that we may publish and update on the Platform from time to time. We are not responsible for any User’s content, actions or behaviours. We do not endorse any opinion of others that may be express on or via the Platform. We make no warranties or representations, express or implied, about any User content, including as to its legality or accuracy.
9.4. We may implement technology systems to attempt to automatically filter content and look for certain words such as profanities, but do not guarantee that we will systematically or successfully review content submitted by you or other Users.
9.5. We reserve the right, in our sole discretion (but have no obligation), to refuse to post or to remove or edit any User content, or to restrict, suspend, or terminate access to all or any part of the Platform, particularly where content breaches this Agreement, and we may do this with or without giving you any prior notice.
9.6. If you believe that your intellectual property rights are being infringed by and content on the Platform, please notify us via copyright@serenada.music. If you believe any content is otherwise inappropriate, please notify us via complaints@serenada.music.

10. Links and third party sites

10.1. The Platform and/or the content may contain links to third party websites and services which are not under our control. If you decide to visit any third party site or use a third party service, you do so at your own risk. We are not responsible for the content, accuracy or opinions expressed on such websites or services. Links do not imply that the Platform is affiliated to or associated with such sites or services.
10.2. Your browsing and interaction on any other website or your use of other services, including websites and services which have a link to or from the Platform, is subject to that operator’s own rules and policies. Please read those rules and policies before proceeding.

11. SERENADA'S OBLIGATIONS AND WARRANTIES

11.1. Serenada will provide the Platform with reasonable skill and care and in accordance with good industry practice.
11.2. Serenada warrants and represents that:
(a) it has full right, power and authority to enter into this Agreement;
(b) it will comply with all applicable Laws with respect to its activities under this Agreement.
11.3. Save as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect against Serenada or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded by us to the fullest extent permitted by law, including, without limitation, any implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.
11.4. In any event, Serenada:
a) Is not responsible for any information or data provided or confirmed by Artists or Contributors about their respective rights and royalty entitlements, nor for missing information about Contributors, nor for inaccurate or erroneous royalty payments that result from such information or data or lack thereof;
b) does not warrant that your use of the Platform and/or related services will be uninterrupted or error-free;
c) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform and/or related services are dependent on various third party networks, platforms, services and infrastructures, and as such Serenada can give no guarantee of availability or functionality, and the Platform and/or related services may be subject to limitations, delays and other problems inherent in the use of such communications facilities and third party networks, platforms, services and infrastructures ; and
d) makes no warranties or other assurances that the Platform and/or related services will meet your requirements or produce any specific business benefits, have any particular effectiveness nor create any revenue or other benefits.

12. ARTIST'S and CONTRIBUTOR’s WARRANTIES AND FURTHER OBLIGATIONS / RESTRICTIONS

12.1. The Artist and /or Contributor warrants and represents that:
(a) they have full right, power and authority to enter into this Agreement and (a) in the case of the Artist the right, power and authority to deal with the Artist Content on behalf of all Rightsholders, and to provide the relevant information and data relating to Contributors, and (b) in the case of the Artist they will provide all relevant, full and accurate information and data relating to all Contributors and their respective split / share relating to the Artist Content and details of relevant PRO, CMO, publisher, collection society or other rights body; and (c) in the case of the Contributor the right, power and authority to confirm all information and data relating to it and to deal with its own split / share of Royalties;
(b) they have all the rights, licences, permits, approvals and clearance of third party rights as required by the Laws and as are necessary to perform its obligations under this Agreement including the supply, licence and use of the Artist Content and other information and data provided;
(c) they will and the Artist Content will comply with all applicable Laws with respect to its activities under this Agreement;
(d) the Artist Content is original to and/or owned or controlled by the Artist, and/or is fully cleared for use on the Platform and in accordance with this Agreement, and in any event will not infringe the statutory, common law, or Intellectual Property Rights or any other right, title or interest, of any third party;
(e) the Artist Content will not, (nor shall your otherwise use the Platform in a way that could) be unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, discriminatory, hateful, abusive, harassing, racially or ethnically offensive, facilitate illegal activity, promote unlawful violence, or be in breach of any confidentiality;
(f) the Artist Content and your actions, including all content uploaded to the Platform or otherwise submitted to or displayed via your Account or Profile, will not otherwise be in breach of any Serenada Content and Community Rules that we may publish and update on the Platform from time to time;
(g) they accept responsibility for the selection of the Platform to achieve their intended results.
12.2. The Artist and/or Contributor shall:
(a) not provide access to the Platform other than to its Authorised Users, and will procure that each Authorised User keeps secure the password and account details for their use of the Platform, and that such password is kept confidential;
(b) ensure that the Authorised Users, are notified of the relevant terms and conditions, rules or restrictions relating to their usage and access of the Platform, and in any event that they use the Platform in accordance with the terms and conditions of this Agreement, and you shall be responsible for any Authorised User’s breach of this Agreement;
(c) ensure that it takes all necessary steps to prevent any unauthorised access to, or use of, the Platform and notify Serenada immediately of any such unauthorised access or use.
12.3. The Artist and/or Contributor shall not and shall not permit any third party to:
(a) attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
(b) access the Platform in order to build a product or service which competes with the Platform and/or the related services;
(c) resell, sublicense or otherwise use the Platform and/or related services to provide services to third parties, unless otherwise specifically agreed in writing.
12.4. You shall be responsible for obtaining your own insurance as you consider is necessary to cover your possible risks and liabilities under this Agreement. Please note that if you are not insured, you may be at personal financial risk if you breach this Agreement and we wish to recover any of our losses caused by you.

13. INTELLECTUAL PROPERTY RIGHTS

13.1. You acknowledge and agree that Serenada and/or its licensors own all Intellectual Property Rights in the Platform and Platform Data. Except as stated in this Agreement Serenada does not grant the Artist and/or Contributor any rights in respect of the Platform and/or Platform Data or any related documentation.
13.2. Serenada acknowledges and agrees that the Artist and/or Contributor and/or other Rightsholders or their licensors own all Intellectual Property Rights in the Artist Content, save for the avoidance of doubt in any elements relating to the Platform and Platform Data. Except as necessary to fulfil the Agreement you do not grant Serenada any rights in respect of the Artist Content.

14. CONFIDENTIALITY

14.1. Neither party shall without the consent of the other during the term of this Agreement or following its termination use the other party's "Confidential Information" (meaning all information in any form which is secret or not publicly available either in its entirety or in part including commercial, financial, marketing, or technical information, know how, trade secrets, business methods and other information in any form, and any reproductions of such information in any form or any part(s) of this information) for any purpose other than as strictly necessary in connection with this Agreement, nor disclose to any other person unless necessary for the performance of obligations under this Agreement.
14.2. Any party disclosing Confidential Information in accordance with the above clause shall procure that the person to whom such information is disclosed is made aware of the obligations of confidentiality under this Agreement and complies with those obligations as if it were a party to this Agreement.
14.3. The confidentiality restrictions do not apply to Confidential Information:
(a) which is in or comes into the public domain other than through breach of this Agreement;
(b) insofar as it comes lawfully into the possession of the recipient party from a third party;
(c) which the recipient party can prove was already known to it before its receipt from the providing party;
(d) to the extent that it is required to be disclosed by law or the requirements of any recognised stock exchange, or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law.
14.4. You acknowledge that details of this Agreement, Royalties, the Platform and/or the related services, are the Confidential Information of Serenada.
14.5. Each Party will fully indemnify the other from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the other as a result of or in connection with any breach by the other of this clause.

15. INDEMNITIES

15.1. The Artist and/or Contributor as applicable will fully indemnify Serenada from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against Serenada for any claims or actions as a result of or in connection with any breach by you of the Agreement, and in any event in relation to the Artist Content made available on and licensed through the Platform, the information or data provided or confirmed by them about their respective rights and royalty entitlements, or, in the case of Artists for inaccurate or missing information and data about Contributors and relevant PRO, CMO, publisher, collection society or other rights body.

16. LIMITATION OF LIABILITY

16.1. Nothing in this Agreement shall in any way exclude or limit either party’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation ,or for any other liability which may not be excluded by law.
16.2. Subject to clause 16.1, neither party will be liable, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for any of the following losses or damage (whether or not such losses or damage were direct, foreseen, foreseeable, known or otherwise) howsoever arising in respect of any:
(a) special, indirect, incidental or consequential loss or damage;
(b) loss of actual or anticipated profits;
(c) loss of business or contracts;
(d) loss of revenue or of the use of money;
(e) loss of anticipated savings;
(f) loss of goodwill; and/or
(g) loss of data,

arising out of or in connection with this Agreement.

16.3. Subject to clause 16.1, Serenada’s total aggregate liability to the relevant Artist or Contributor, as applicable, arising out of, or in connection with this Agreement whether in contract, tort (including negligence) breach of statutory duty, or otherwise, shall not exceed the greater of:
(a) £500 (five hundred pounds); or
(b) the amount equivalent to the Royalties paid to the relevant Artist or Contributor in the previous 12 months, subject at all times to an aggregate cap of £50,000 (fifty thousand pounds).

17. TERM AND TERMINATION

17.1. This Agreement shall continue until terminated by either party on one calendar month’s written notice (within the process provided in the Account) or as provided herein.
17.2. Either party (the "Terminating Party") may terminate this Agreement immediately by giving written notice to the other (the "Defaulting Party") if:
(a) the Defaulting Party is in material breach of any provision of this Agreement which is not remediable or, if remediable, is not remedied with a period of 5 Working Days after the Terminating Party has given notice to the Defaulting Party requiring such breach to be remedied;
(b) the Defaulting Party's financial position is such that either the Defaulting Party, its directors, shareholders or creditors take or are entitled to take steps to institute formal insolvency proceedings with respect to the Defaulting Party of a type provided for by the Insolvency Act 1986 (or any similar or analogous legislation, whether under English law or otherwise), including without limitation administration, liquidation, administrative receivership, receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if the Defaulting Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
17.3. On termination of this Agreement for any reason:
(a) all licences and permissions granted between the parties hereunder shall immediately terminate;
(b) you shall make no further use of the Platform and other items (and all copies of them) belonging to Serenada;
(c) Serenada may destroy or otherwise dispose of any of the Artist Content in its possession;
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

18. FORCE MAJEURE

18.1. Neither party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: a) an act of God, flood, storm, drought, earthquake, or other natural disaster; (b) adverse weather conditions; (c) any cause or event arising out of or attributable to war, civil commotion or terrorist activity (or threat thereof); (d) any law, or any governmental order, rule or regulation; (e) fire or explosion; (f) labour dispute including strikes, industrial action, lockouts or boycott; (g) a shortage of raw materials; (h) power outages, blockages, or internet or telecoms failure; and (i) any epidemic or pandemic and compliance with any applicable governmental guidelines designed to prevent the spread of the relevant disease. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
18.2. If an event of force majeure occurs and lasts for more than 30 days either party may give written notice to the other to terminate this Agreement and neither party will have any liability to the other.

19. WAIVER

The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.

20. SEVERANCE

If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

21. ASSIGNMENT AND SUBCONTRACTING

Neither party shall, without the prior written consent of the other assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

22. VARIATION

This Agreement may not be varied except by an instrument in writing signed by the authorised representatives of all the parties to this Agreement.

23. RELATIONSHIP BETWEEN THE PARTIES

Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party the agent of the other.

24. RIGHTS OF THIRD PARTIES

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. PUBLICITY

25.1. Neither party shall make or issue any announcement or public circular relating to the subject matter of this Agreement without the prior written approval of the other.
25.2. However, Serenada may use the name of Artist and/or Contributor and samples of the services provided by Serenada as a factual reference to the fact that the Artist and/or Contributor is or was a user of the Platform, on its website and in pitch materials.

26. NOTICES

26.1. Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by courier, recorded delivery or email.
26.2. Notices or communications sent by courier or recorded delivery will be deemed to be served two (2) Working Days following the day of dispatch. Notices or communications sent by email will be deemed to be served on the day of transmission if transmitted before 4.00 pm on a Working Day, but otherwise on the following Working Day, unless there is evidence of non-delivery.

27. ENTIRE AGREEMENT

27.1. This Agreement, and any documents explicitly referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover and/or any purchase order terms.
27.2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

28. GOVERNING LAW AND JURISDICTION

This Agreement and any disputes relating to it will be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts for such purposes.