Platform Terms of Service

1. Our Terms

These terms of service (Terms) govern the relationship between you and Fix Music in relation to the Platform.
Please read these Terms carefully before accepting registration on the Platform. These Terms tell you who we are, how we will provide our services to you, what to do if there is a problem with our service and other important information.
These Terms are deemed accepted upon signature of a Platform Agreement. By doing this you create a legally binding agreement between you and Fix Music.

2. Definitions

Account has the meaning given to it in clause 3.1.

Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Fix Music means Fix Music Ltd (company number 16227669), a company registered in England and Wales with a registered office address at 20-22 Wenlock Road, London, England, N1 7GU.

Group means in relation to Fix Music, any subsidiary or holding company of Fix Music, and any subsidiary of a holding company of Fix Music.

Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not,

(b) including any applications to protect or register such rights,

(d) whether vested, contingent or future and

(e) wherever existing.

Losses means all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, ex gratia compensation payments, demands and legal and other professional costs (calculated on a full indemnity basis).

Other Music Data has the meaning given in clause 7.5.

Platform means Fix Music’s music rights data platform (including any updates thereto), accessed through www.app.fixmusic.ai.

Services means the provision of the Platform.

Terms means these platform terms of service.

Third Party Content means any content, data, information or material provided by a Third Party Source (including, among other things, sound recordings, short-form videos, cover art, musical works, podcasts, artist biographies, song lyrics, metadata, playlists, and user data), any accessible developer tools (e.g. APIs, SDKs, widgets) and documentation of a Third Party Source, and the service, websites, software applications and clients provided by a Third Party Source.

Third Party Sources means all users of the Platform (other than Fix Music) and all parties whose platforms and other Third Party Content is accessible via the Platform (including but not limited to Spotify, Deezer, Apple Music and other such Music Digital Service Providers).

Virus means any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); (iii) or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.

Your Music Data has the meaning given in clause 7.1.

3. Account Registration

You will be registered for an account (Account) on the Platform in order to access and use certain features of the Platform. You can access your Account using an email address and the initially given temporary password (which can subsequently be updated from within the Platform).
You are responsible for maintaining the confidentiality and security of your Account credentials and may not disclose such credentials to any third party. You must immediately notify Fix Music if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorised use of your Account. You are liable for any and all activities conducted through your Account, unless such activities are not authorised by you and you are not otherwise negligent (such as failing to report the unauthorised use or loss of your credentials).
You must be at least 13 years old to access and use the Platform. By accessing or using the Platform, you represent and warrant that you are 13 years old or older and have the legal capacity and authority to enter into these Terms.

4. Provision of Platform

Subject to your compliance with these Terms, Fix Music hereby grants you a non-exclusive, non-transferable right, without the right to grant sub-licences, to access the Platform.
The information made available to you through the Platform has been supplied to Fix Music and is aggregated from Third Party Sources, and changes on a continual basis.
Fix Music is responsible for the Platform, and no Third Party Source shall be liable in relation to it. However, Third Party Sources remain liable for their Third Party Content made available through the Platform and Fix Music disclaims all liability in respect of such Third Party Content.
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement) are, to the fullest extent permitted by applicable law, excluded from these Terms. This clause applies both to Fix Music in relation to the Platform and Third Party Sources in relation to any Third Party Content.
Without limiting clauses 4.2 to 4.4 above, Fix Music does not warrant that the Platform and/or the information obtained by you through the Platform (including any Third Party Content) will meet your requirements, or that such information is accurate, complete, timely or reliable.
Fix Music does not warrant that your use of the Platform, including any Third Party Content, will be uninterrupted or error-free, or that the Platform, including any Third Party Content, will be free from Vulnerabilities.
Fix Music will not be 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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5. Your Obligations

You shall:
1. provide Fix Music with such information and materials as Fix Music may reasonably require in order to supply the Services;
2. ensure that all information provided by you to Fix Music is complete and accurate;
3. co-operate with Fix Music in all matters relating to the Services;
4. comply with all applicable laws.
You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under these Terms:
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Platform, or any Third Party Content (unless such Third Party Content is owned or licensed by you), in any form or media or by any means;
2. attempt to cause or permit reverse compilation or reverse assembly of all or any portion of the Platform or any Third Party Content;
3. access all or any part of the Platform in order to build a product or service which competes with the Platform or providers of any Third Party Content;
4. use the Platform to provide services to third parties;
5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party;
6. attempt to obtain, or assist third parties in obtaining, access to the Platform, other than in compliance with these Terms.
You shall not:
1. introduce or permit the introduction of, any Virus or Vulnerability into the Platform or Fix Music’s network and information systems; or
2. access, store, distribute or transmit any Viruses, or any material during your use of the Platform, that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. promotes or facilitates illegal activity;
  3. depicts violent or sexually explicit images;
  4. is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability;
  5. includes links to other websites, emails and addresses, phone numbers, bank details or payment information (unless specifically requested by Fix Music);
  6. mentions full names of and/or personal attacks towards Fix Music staff; or
  7. is otherwise illegal or causes damage or injury to any person or property,

and Fix Music reserves the rights, without liability or prejudice to its other rights, to edit, refuse or remove any such material and/or disable your access should you do so.

6. Intellectual Property Rights

All Intellectual Property Rights in the Platform shall be owned by Fix Music.
All Intellectual Property Rights owned by or licensed to you, or developed by you or on your behalf shall remain vested in and owned by you or your licensors (as applicable).
You grant Fix Music a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any materials or data you upload to the Platform.
By uploading images onto the Platform, you warrant and agree that you own the copyright to the images and agree that Fix Music may use the uploaded images on its Platform or affiliated applications and in promotional materials and publications and as Fix Music in its discretion sees fit. You grant Fix Music a non-exclusive, worldwide, irrevocable, unconditional, perpetual right and licence to use, reproduce, display, distribute, sublicense and make available the images as Fix Music in its discretion sees fit. By uploading these images, you accept full responsibility of any and all legal claims that are made by any third parties (including, but not limited to, accommodation owners) due to Fix Music publishing and using these images.

7. Music Data

You may provide data to Fix Music from time to time in relation to music or music rights in which you have an interest, including the names of those parties that also have rights in such music (“Your Music Data”).
You shall own all right, title and interest in and to all of Your Music Data.
You hereby grant to Fix Music and each member of its Group a worldwide, irrevocable, perpetual, non-exclusive, sub-licensable, transferable and royalty-free licence and right to use, copy, store and process Your Music Data for the purposes of: (a) providing the Platform to you and discharging its obligations under these Terms; and (b) providing the Platform to any and all other users of the Platform from time to time and discharging its obligations in respect of such other users.
You expressly acknowledge that through your use of the Platform, you shall gain access to data from time to time provided to or gathered by Fix Music from other sources that is distinct from Your Music Data including the names of other parties that have shared rights in your music (“Other Music Data”).
Fix Music or its licensees shall own all right, title and interest in and to the Other Music Data. Fix Music hereby grants you the right to use the Other Music Data in accordance with these Terms.

8. Data Protection

Fix Music respects your privacy. Please review our Privacy Notice for further information.
If you provide personal data in relation to another person or entity (for example email addresses or song ownership information), you confirm that you have an appropriate lawful basis for providing it via the Platform (for example the consent of that person or entity).
You shall indemnify Fix Music against all liabilities, costs, expenses, damages and losses suffered or incurred by Fix Music arising out of or in connection with your breach of clause 8.2 above.

9. Limitation of Liability

Subject to Clause 9.2, in no event shall the aggregate liability of Fix Music to you (whether in contract, tort (including negligence) or otherwise) and in respect of all Losses arising under or in connection with these Terms exceed £100.
Nothing in these Terms limits any liability which cannot legally be limited, including liability for:
1. for personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; and
2. for fraud or fraudulent misrepresentation.
Subject to Clause 9.2, the following types of loss are wholly excluded by the parties:
1. loss of profits;
2. loss of sales or business;
3. loss of agreements;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill;
7. indirect or consequential loss;
8. any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, pursuant to, arising out of or in connection with the use, inability to use or delay of the Platform; and
9. any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, pursuant to any errors or omissions in any information or instructions provided to you in connection with the Platform.

10. Termination

Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
1. the other party commits a material breach of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
2. the other party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
3. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
4. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
5. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.

11. Consequences of Termination

On termination of these Terms, for any reason:
1. all licences granted by Fix Music to you under these Terms shall immediately terminate and you shall immediately cease all use of the Platform; and
2. all licences granted by you to Fix Music shall continue in effect.
The provisions of clauses 5.2, 5.3, 6, 7, 8, 9, 11, 12 and 13, and such other clauses the survival of which is necessary for the interpretation or enforcement of these Terms shall continue to have effect after any termination of these Terms.
Termination of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.

12. General

Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Fix Music may amend these Terms from time to time. Where this may have a material negative impact on users, Fix Music will try to give reasonable notice of any major changes.
Fix Music may at any time assign, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.
You shall not assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms without the prior written consent of Fix Music.
These Terms constitute 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 acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 12.7 shall not affect the validity and enforceability of the rest of these Terms.
Any notice given to a party under or in connection with these Terms shall be in writing and shall be sent by post or email:
1. to Fix Music, to its registered address or info@fixmusic.ai; and
2. to you, to the email address used to register an Account.
Any notice shall be deemed to have been received:
1. if delivered by hand, on signature of a delivery receipt; or
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. For the purposes of this clause 12.9.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

13. Disputes, Governing Law and Jurisdiction

Fix Music seeks to resolve complaints and disputes informally where practicable to do so. If you have any issues with the Platform please contact Fix Music via the Contact Us form or via info@fixmusic.ai.
These Terms shall be governed by and construed in accordance with the law of England and Wales and subject to the exclusive jurisdiction of the English courts.