Terms of Service

If you create an Account on the Platform and at all times comply with these Distribution Conditions, then you may access the Digital Distribution Service from time to time.

Appointment to Distribute
You appoint the Distributor and its Service Providers as your non-exclusive agent within the Distribution Territory and grant the Distributor and its Service Providers an irrevocable, sublicensable licence within the Distribution Territory to:

• exclusively distribute through the Digital Distribution Service each Record Release Delivered by you to the Distributor;
• non-exclusively reproduce, advertise and publicise the Marketing Materials provided by you that are associated with each Record Release Delivered by you to the Distributor; and
• exclusively collect all Artist Income.

Rights
You grant to the Distributor and its Service Providers the right to;

• do all things necessary and convenient within the Distribution Territory to provide the Digital Distribution Service, including (without limitation):
• the right to distribute, reproduce, disseminate, sell, transfer, make available, communicate, promote, advertise, alter and otherwise use and exploit all or any part of a Record Release Delivered to the Distributor by you; and
• the non-exclusive right to reproduce and use the Marketing Materials and/or Metadata in connection with the rights granted herein.
• where you have opted in to the terms of the Publishing Conditions; grant licenses in the Distribution Territory for the Synchronisation Rights.

Artist Approval
The Distributor will obtain your prior written consent in respect of each of the following:

• any material alteration to your Record Release (except where such alteration is to ensure the accuracy of the Record Release across Digital Service Providers; this exception includes Apple Motion Art. The Distributor may create Apple Motion Art for your releases on your behalf to comply with Apple's delivery standards. The Distributor does this using the Motion Art creator tool provided directly to distributors. The animations are subtle, with no aesthetic alterations to the artist's artwork. Artists can submit their own Apple Motion Art if they wish to replace it. To request file specifications for replacement artwork, contact the artist support team.)
• the creation of compilations or samples of your Record Releases or the grant of licences for such purpose;
• the use of Marketing Materials (provided that any such Marketing Material Delivered by you to the Distributor shall be deemed approved for use in connection with the distribution of your Record Releases through the Digital Distribution Service);
• the grant of One-Stop Licences, including opt-ing the Record Release in to such libraries; and
• where such rights have been granted, the grant of Synchronisation Rights in respect of your Record Releases.

Mechanical Rights
The Distributor shall not be responsible for administering mechanical licensing on your behalf. You will be responsible for obtaining and paying for mechanical, public performance or other clearances and licences from rights holders of the musical composition as embodied in a Record Release which are necessary for the exploitation of the Record Release.

Payment of Income
You authorise the Distributor and its Service Providers to:

• deduct from your Artist Income and pay to any Service Provider all fees, costs, charges or other expenses incurred for you, or on your behalf, by the Distributor or its Service Providers in connection with these Distribution Conditions;
• deduct and pay from your Artist Income to the Distributor all Distribution Charges incurred in connection with these Distribution Conditions by you;
• deduct and pay from your Artist Income any expenses, bank and similar transfer fees, currency conversion costs and charges, transaction taxes and other deductions;
• Deduct and pay from your Artist Income any third party income participants including but not limited to performers, mixers, producers; and
• distribute the Net Distribution Receipts to you (provided the minimum balance exceeds AU$10).

Distribution Charges
The Distributor is entitled to, and you must pay, the following Distribution Charges without set-off, counterclaim, withholding or deduction and by any method the Distributor reasonably requires (which may be by deduction from your Artist Income):

The Distributor reserves the right to change the Distribution Charges in its absolute discretion at any time. Subject to any applicable Law, by continuing to use the Digital Distribution Service after the change takes effect, you will have accepted the changed Distribution Charges.

Account Management
You acknowledge and agree that:

• the Distributor is not required to keep your Artist Income separate from its own money or any other monies;
• your Artist Income will be pooled into an interest-bearing account with the Artist Income from other parties that use the Digital Distribution Service until you withdraw such funds. You agree that you will not receive interest or other earnings on your Artist Income that the Distributor handles as your agent and places in such a pooled account. In consideration for your use of the Digital Distribution Service, you irrevocably transfer and assign to the Distributor any right that you may have in any interest that may accrue on your Artist Income held in such pooled account. In addition to, or instead of earning interest on such pooled account, the Distributor may receive a reduction in fees or expenses charged for banking services by the banks that hold your Artist Income;
• your Artist Income will be received by the Distributor from a range of Digital Service Providers, in pooled amounts (the “Pooled Funds”) with the Artist Income from other parties that use the Digital Distribution Service, at various times and in various currencies. You authorise the Distributor as your agent to give effect to currency conversions of Pooled Funds into Australian Dollars (or such other currency as agreed by the Distributor and you from time to time) at any time on the first Business Day of the calendar month immediately following the calendar month during which the Pooled Funds were collected by the Distributor using any foreign exchange rates available to the Distributor on that day. The Distributor may also (but is in no way obliged to) give effect to the currency conversion of some or all Pooled Funds on an earlier day using any foreign exchange rates available to the Distributor on that day in order to facilitate an early distribution of your Artist Income. Regardless of the foreign exchange rate obtained to give effect to the conversion of Pooled Funds, you agree that your Artist Income will be treated as having been converted at the Average Bank Retail Spot Rate at the time the Pooled Funds were converted by the Distributor. You agree that if there is a margin (the “Distributor’s Margin”) between the various foreign exchange rates obtained to convert the Pooled Funds and the Average Bank Retail Spot Rate applied in determining the conversion of your Artist Income, then the Distributor may retain the Distributor’s Margin. In part consideration for your use of the Digital Distribution Service, you irrevocably transfer and assign to the Distributor any right that you may have in any Distributor’s Margin in connection with the conversion of Pooled Funds;
• the Distributor will use reasonable endeavours to ensure the Net Distribution Receipts to be distributed to you are available for collection through your Account in Australian Dollars (or such other currency as agreed by the Distributor and you from time to time) on or before the fifteenth day of the calendar month immediately following the calendar month during which your Artist Income was collected by the Distributor. In the event that the Distributor is unable to ensure the Net Distribution Receipts are available for collection by this day, the Distributor will do all things reasonably necessary to ensure the Net Distribution Receipts to be distributed to you are available for collection through your Account in Australian Dollars (or such other currency as agreed by the Distributor and you from time to time) on or before the last day of the calendar month immediately following the calendar month during which your Artist Income was collected by the Distributor; and
• The Distributor may opt in the Record Release to Spotify’s “Discovery Mode” and other paid algorithmic and marketing opportunities where recommended by the Service Provider.

Streaming Fraud

• Streaming Fraud is prohibited, and you must not engage in any Streaming Fraud in connection with the Digital Distribution Service.
• If the Distributor has reason to suspect that any Record Release is the subject of Streaming Fraud, then the Distributor may immediately and without notice discontinue the payment of (and you agree to forfeit) all Artist Income in connection with that Record Release.
• Without limiting clause 4.1, you must pay to the Distributor immediately upon demand any financial penalty or other liability imposed by any Service Provider in connection with a Record Release Delivered by you to the Platform that is:
• reasonably suspected of being the subject of Streaming Fraud; or
• is the subject of Streaming Fraud.

Prohibited Releases
The following Record Releases are prohibited from the Digital Distribution Service:

• Record Releases that promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
• Record Releases that are violent or threatening or promote self-harm;
• Record Releases that promote harmful activities or substances in breach of any Law;
• Record Releases that infringe a third party’s Intellectual Property Rights, or violate a third party’s rights of publicity or privacy;
• Record Releases that breach any Law or would result in civil liability;
• Record Releases that are fraudulent, false, misleading or deceptive; or
• Record Releases that are racist, defamatory, pornographic, offensive or vulgar.

Rejected Releases
The following Record Releases may be rejected from the Digital Distribution Service:

• Record Releases containing “functional music” including (without limitation) nature sounds, fan noise, white noise, ASMR, sound effects, and other non-music audio content;
• Record Releases that are considered by the Distributor (in its absolute discretion) to be at high risk of Streaming Fraud, including (without limitation) music that is overly generic, poor quality instrumentals, and/or unknown generic artist names with no prior streaming history;
• Record Releases that are wholly or partly generated by artificial intelligence (AI) or impersonate the likeness of another artist using AI; or
• Record Releases that do not meet minimum Metadata style guide requirements set by the Distributor and/or its Service Providers.

If the Distributor has reason to suspect that any Record Release Delivered to the Distributor by you may constitute a breach of any of (a)-(d) above, then the Distributor may immediately and without notice remove the Record Release from the Digital Distribution Service.

Removal
The Distributor reserves the absolute right to remove from the Digital Distribution Service any Record Release, Marketing Materials or Metadata Delivered to the Distributor for any reason whatsoever immediately without notice.

Representations
You represent and warrant to the Distributor and each of its Service Providers that:

• you own all the Intellectual Property Rights in and to each Record Release that you Deliver to the Distributor, or you have the right to Deliver each Record Release to the Distributor, the right to permit each Record Release to be distributed through the Digital Distribution Service and the right to grant the appointment, licences and rights contemplated by these Distribution Conditions;
• the exercise and carrying out of any appointment, licences and rights by the Distributor or its Service Providers granted by you under these Distribution Conditions will not infringe the Intellectual Property Rights or other rights of any person;
• before Delivering each Record Release to the Distributor, you have obtained all necessary licences, permissions, approvals and consents required for the purposes of these Distribution Conditions, including any moral rights waivers and consents;
• you have not entered into any agreement, arrangement or understanding with any person, or granted any agencies, licences or rights to any person, which conflicts with the appointment, licences and rights granted to the Distributor under these Distribution Conditions;
• no Record Release contains anything defamatory, obscene, offensive, abusive, pornographic, threatening, or racist, or which promotes any illegal act or breaches any law; and
• all of the information provided to the Distributor by you in connection with the Digital Distribution Service is true, correct and not misleading;
• you will not do anything directly or indirectly that would interfere with, circumvent, avoid, bypass, obviate or otherwise impede the ability of the Distributor or its Services Providers to provide the Digital Distribution Services or otherwise exercise the rights granted under these Distribution Conditions; and
• you are not entitled to create any royalty splits in relation to any Record Release (except as agreed by you and the Distributor).

Each above representation and warranty is a separate representation and warranty, without its scope or meaning being limited or governed by any other. You acknowledge that the Distributor will provide the Digital Distribution Service in reliance on the above representations and warranties.

You authorise and consent to the Distributor engaging any sub-agent, sub-contract or other third-party provider to perform any of its obligations or exercise any of its rights under these Distribution Conditions.

Termination
You or the Distributor may at any time for any reason immediately terminate your use of the Digital Distribution Services by giving written notice to the other party.

Rights and obligations following termination

• The following clauses survive termination of your use of the Digital Distribution Service: 2.1(c), 3, 4, 5, 6, 7.4 and 8 together with any other clauses which expressly, or by their nature, are intended to survive termination.
• The termination of your use of the Digital Distribution Service is without prejudice to any rights that have accrued to a party before the date of termination.

Income after removal of Record Release
You acknowledge and agree that Artist Income derived during your use of the Digital Distribution Service may be collected by the Distributor after the termination of your use of the Digital Distribution Service. Accordingly, notwithstanding the termination of the Digital Distribution Service for any reason, the authority granted by you under clauses 3.1(b) and 4 will survive until all Artist Income derived during your use of the Digital Distribution Service has been collected and distributed.

Indemnity and Release
To the extent permitted by Law, you indemnify, release and hold harmless the Distributor and its Service Providers from and against any damage, loss (including reasonable legal costs and expenses) or liability suffered or incurred by or arising from or in connection with:

• any Streaming Fraud by you;
• any Prohibited Release Delivered to the Distributor by you;
• the infringement of any person’s Intellectual Property Rights by you;
• any of the warranties given by you in these Distribution Conditions being incorrect, misleading or inaccurate;
• any Record Release you Deliver to the Distributor (except to the extent that the Distributor fails to remove a Record Release from the Digital Distribution Service within a reasonable time of being notified that the Record Release breaches the Intellectual Property Rights, proprietary rights or other legal rights of a third party).

You agree to reimburse the Distributor and/or its Service Providers on demand at any time with respect to any damages, loss, liability or claim or payment to which the foregoing indemnity applies and the Distributor and/or its Service Providers may withhold sums due to you under these Distribution Conditions in an amount reasonably consistent with the Distributor’s and/or its Service Providers’ likely liability under such claim for which you would be responsible.

Disclaimer
The Distributor provides the Digital Distribution Service on an “as is” and “as available” basis and does not represent or warrant that the Digital Distribution Service will be free from interruptions, be free from inaccuracies or errors, be free of viruses or other harmful components, meet your requirements or operate in the confirmation or with the hardware or software that you use.

The Distributor makes no representations or warranties other than those made expressly in these Distribution Conditions and, to the extent permitted by law, hereby expressly disclaims any and all warranties, including (without limitation) warranties of fitness for a particular purpose.

Scope of Liability
To the extent permitted by Law, the Distributor’s liability is limited (at the Distributor’s option) to either resupplying the Digital Distribution Service or paying the cost of resupplying the Digital Distribution Service.

The Distributor will not be responsible for:

• losses arising from the unavailability of, or your inability to use the Digital Distribution Service;
• losses that are not directly caused by any breach on the Distributor’s part;
• any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure;
• any indirect or consequential losses including (without limitation) losses arising out of the cost of replacement, or recovery or recoupment of any investment made by you in connection with these Distribution Conditions or the Digital Distribution Service, even if the Distributor has been advised of the possibility of such costs or damages; or
• any delay or failure to comply with the Distributor’s obligations under these Distribution Conditions if the delay or failure arises from any cause that is beyond the Distributor’s reasonable control.

Your Intellectual Property
To the extent permitted by Law, neither the Distributor nor its Service Providers are liable to you for any infringement of your Intellectual Property Rights in any Record Release by any third party.

The following definitions apply in these Distribution Conditions unless the context otherwise requires:

• Administration Charge means the amount specified in Clause 3.2
• Account means the online account opened by you to access the Platform.
• Artist Income means all royalties and other revenue collected by the Distributor or its Service Providers on your behalf in connection with clause 2 of these Distribution Conditions.
• Average Bank Retail Spot Rate means the average of the retail foreign spot exchange rates offered by the Commonwealth Bank of Australia, the National Australia Bank Limited, Westpac Banking Corporation and the Australia and New Zealand Banking Group Limited at a singular point in time.
• Bespoke Master means a musical recording created by you in response to a brief and request for submission.
• Business Day means between the hours of 7:00 am and 7:00 pm AEST on a day that is not a Saturday, Sunday or public holiday in Brisbane in the State of Queensland.
• Deliver means the upload or introduction of a Record Release to the Platform or otherwise where such Record Releases have been actually received by the Distributor via such delivery method as reasonably required by the Distributor and otherwise in accordance with the Distributor’s submission requirements consisting of the guidelines and technical requirements in effect at the time of Delivery and as updated from time to time.
• Digital Distribution Service means the digital distribution of Record Releases by distributing a Record Release through a Digital Service Provider that will make the Record Release available to End Users via downloading and streaming services.
• Digital Service Providers means music downloading and streaming services and organisations that make Record Releases available to End Users.
• Distribution Charges means the distribution charges specified in clause 3.2 as amended from time to time.
• Distribution Territory means territory nominated by you to the Distributor (provided that if you fail to nominate a territory, then you shall be deemed to have selected the entire world).
• End User means any person who accesses a Record Release through a Digital Service Provider in an online format for their personal use.
• Intellectual Property Rights means intellectual property rights conferred on a party or recognised at law in any territory throughout the world including any rights associated with copyright, trademarks, business names, patents, innovation concepts, semiconductor rights, formulae, trade secrets, methods, inventions and any other results of intellectual activity in any field of industry or endeavour, whether or not registered or registerable and includes any right to register those rights, whether created before or after the date of these Distribution Conditions.
• Law means, with reference to any applicable jurisdiction, any statute, regulation, bylaw or a provision of a statute, regulation, or bylaw and includes, without limitation, any statutory rule, or ruling by a statutory body.
• Marketing Materials means any applicable artwork, biographies, likeness, photographs, production parts, bonus video content/tracks and any other marketing materials, sound recordings and audio-visual recordings otherwise created in connection with the promotion, marketing and/or exploitation of a Record Release.
• Metadata means the digital information conveying information regarding any Record Release including (without limitation) the artist's names, songwriters’ details, biographies, the title of the Record Release, descriptions of the Record Release, lyrics, pricing information, concert information, music genre and other information.
• Net Distribution Receipts means the balance of all Artist Income received by the Distributor on your behalf after deduction of any:
• fees, cost, charges or other expenses charged by any Service Provider;
• Distribution Charges;
• sales tax (and any other taxes required to be and actually deducted);
• any third-party non-affiliated collection society (and their agents) charges (if applicable);
• any sums payable by way of remuneration to producers, mixers, performers arrangers, adaptors and translators (if applicable); and
• expenses, bank and similar transfer fees, currency conversion costs and charges, transaction taxes and other deductions.
• One-Stop Licence means the combined licensing of both the Record Release and Composition.
• Prohibited Release has the meaning given in clause 4.2
• Record Release means a music sound recording or music video recording including:
• Intellectual Property Rights in connection with the music or music video recording such as any and all versions or derivatives of those recordings (including remixes, "live" versions, mixes or other edits);
• Metadata in connection with the music or music video recording;
• Bespoke Master; and
• Marketing Material in connection with the music or music video recording.
• Record Release Term means the period commencing on date of first release of a Record Release and continuing until either party terminates these Distribution Conditions in accordance with Clause 7
• Service Providers means any third-party provider or sub-agent that is directly or indirectly engaged by the Distributor for you or on your behalf in connection with these Distribution Terms, including (without limitation) Digital Service Providers.
• Streaming Fraud means engaging in activities that fraudulently, artificially or abnormally increase, manipulate or distort the volume of streaming or downloading of a Record Release including (without limitation) through the use of bots, click-farms, imposters, hacked accounts, and fake profiles.
• Synchronisation Rights means the right to grant licenses in the Distribution Territory for the synchronization of the Record Release, including in motion pictures, television programs and/or television commercials for a period that may extend beyond the end of the Record Release Term
• You means any person that accesses the Platform and/or Services, regardless of the nature of that access or if that party is or is not identified to the Distributor

If you create an Account on the Platform and at all times comply with these Publishing Conditions, then you may access the Publishing Service from time to time.

Appointment to Publish
You appoint the Publisher and its Service Providers as your non-exclusive agent within the Publishing Territory and grant the Publisher and its Service Providers an irrevocable, sublicensable licence within the Publishing Territory to:

• exclusively publish through the Publishing Service each Composition Delivered by you to the Publisher;
• non-exclusively reproduce, advertise and publicise the Marketing Materials provided by you that are associated with each Composition Delivered by you to the Publisher; and
• exclusively collect all income (the “Writer Income”) derived in connection with your use of the Publishing Service.

Rights
You grant to the Publisher and its Service Providers the right to do all things necessary and convenient within the Publishing Territory to provide the Publishing Service to you, including (without limitation):

• the right to distribute, reproduce, disseminate, sell, transfer, make available, communicate, promote, advertise, alter and otherwise use and exploit all or any part of a Composition Delivered to the Publisher by you;
• the right to cause the registration with any Collection Society of each Composition Delivered to the Publisher by you;
• the right to print, publish, sell, dramatise, use and licence all uses of each Composition Delivered to the Publisher by you;
• the right to solicit, produce, and enter into any licence or sublicence with any third party in connection with a Composition Delivered to the Publisher by you including but not limited to in relation to Synchronisation Rights; and
• to collect all income, royalties and fees (including, where applicable, public performance fees in respect of television and radio broadcasts) in connection with a Composition Delivered to the Publisher by you.

Writer Approval
The Publisher will obtain your prior written consent in respect of each of the following:

• any material alteration to your Composition (except where such alteration is to ensure the accuracy of the Composition across Digital Service Providers);
• the creation of compilations or samples of your Compositions or the grant of licences for such purpose;
• the use of Marketing Materials (provided that any such Marketing Material Delivered by you to the Publisher shall be deemed approved for use in connection with the publishing of your Compositions through the Publishing Service); and
• the grant of One-Stop Licences, including opt-ing the Composition in to such libraries; and
• the grant of licences in relation to the Synchronisation Rights.

Term

• If you Deliver a Composition to the Publisher for publication through the Publishing Service, that Composition will be subject to an Initial Term.
• Upon expiry of the Initial Term, unless removed in accordance with clause 2.4(c), each Composition shall automatically renew for the Renewal Term.
• You may opt out of a Renewal Term for a Composition by providing written notice to the Publisher at least thirty days prior to the end of the then-current Renewal Term.
• You may remove a Composition from the Publishing Service only at the end of the Initial Term or a Renewal Term, provided you have given notice in accordance with clause 2.4(c).
• During the Initial Term and any Renewal Term for a Composition, the rights granted under clauses 2.1, 2.2 and 2.3 will operate on an irrevocable and exclusive basis in respect of that Composition.
• For the avoidance of doubt, the Minimum Publishing Period operates severally in respect of your individual Compositions, not jointly in respect of all of your Compositions. For example, if you Deliver Composition “A” on 1 January 2020 and Composition “B” on 1 July 2020, then the Minimum Publishing Period for Composition “A” shall be from 1 January 2020 to 31 December 2020 and the Minimum Publishing Period for Composition “B” shall be 1 July 2020 to 30 June 2021.

Payment of Income
You authorise the Publisher and its Service Providers to:

• deduct from your Writer Income and pay to each Service Provider all fees, costs, charges or other expenses incurred for you, or on your behalf, by the Publisher or its Service Providers in connection with these Publishing Conditions;
• deduct and pay from your Writer Income to the Publisher all Publishing Charges incurred in connection with these Publishing Conditions by you;
• deduct and pay from your Writer Income any expenses, bank and similar transfer fees, currency conversion costs and charges, transaction taxes and other deductions; and
• distribute the Net Publishing Receipts to you (provided the minimum balance exceeds AU$10).

Publishing Charges

The Publisher is entitled to, and you must pay, the Publishing Charges as provided hereinbelow without set-off, counterclaim, withholding or deduction and by any method the Publisher reasonably requires (which may be by deduction from your Writer Income):

The Publisher reserves the right to change the Publishing Charges in its absolute discretion at any time. Subject to any applicable law, by continuing to use the Publishing Service after the change takes effect, you will have accepted the changed Publishing Charges.

Account Management
You acknowledge and agree that:

• the Publisher is not required to keep your Writer Income separate from its own money or any other monies;
• your Writer Income will be pooled into an interest-bearing account with the Writer Income from other parties that use the Publishing Service until you withdraw such funds. You agree that you will not receive interest or other earnings on your Writer Income that the Publisher handles as your agent and places in such a pooled account. In consideration for your use of the Publishing Service, you irrevocably transfer and assign to the Publisher any right that you may have in any interest that may accrue on your Writer Income held in such pooled account. In addition to, or instead of earning interest on such pooled account, the Publisher may receive a reduction in fees or expenses charged for banking services by the banks that hold your Writer Income;
• your Writer Income will be received by the Publisher from a range of sources in pooled amounts (the “Pooled Funds”) with writer income from other parties that use the Publishing Service, at various times and in various currencies. You authorise the Publisher as your agent to give effect to currency conversions of Pooled Funds into Australian Dollars (or such other currency as agreed by the Publisher and you from time to time) at any time on the first Business Day of the calendar month immediately following the calendar month during which the Pooled Funds were collected by the Publisher using any foreign exchange rates available to the Publisher on that day. The Publisher may also (but is in no way obliged to) give effect to the currency conversion of some or all Pooled Funds on an earlier day using any foreign exchange rates available to the Publisher on that day in order to facilitate an early distribution of your Writer Income. Regardless of the foreign exchange rate obtained to give effect to the conversion of Pooled Funds, you agree that your Writer Income will be treated as having been converted at the Average Bank Retail Spot Rate at the time the Pooled Funds were converted by the Publisher. You agree that if there is a margin (the “Publisher’s Margin”) between the various foreign exchange rates obtained to convert the Pooled Funds and the Average Bank Retail Spot Rate applied in determining the conversion of your Writer Income, then the Publisher may retain the Publisher’s Margin. In part consideration for your use of the Publishing Service, you irrevocably transfer and assign to the Publisher any right that you may have in any Publisher’s Margin in connection with the conversion of Pooled Funds; and
• the Publisher will use reasonable endeavours to ensure the Net Publishing Receipts to be distributed to you are available for collection through your Account in Australian Dollars (or such other currency as agreed by the Publisher and you from time to time) on or before the fifteenth day of the calendar month immediately following the calendar month during which your Writer Income was collected by the Publisher. In the event that the Publisher is unable to ensure the Net Publishing Receipts are available for collection by this day, the Publisher will do all things reasonably necessary to ensure the Net Publishing Receipts to be distributed to you are available for collection through your Account in Australian Dollars (or such other currency as agreed by the Publisher and you from time to time) on or before the last day of the calendar month immediately following the calendar month during which your Writer Income was collected by the Publisher.

Prohibited Releases
The following Compositions are prohibited from the Publishing Service:

• Compositions that promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
• Compositions that are violent or threatening or promote self-harm;
• Compositions that promote harmful activities or substances in breach of any Law;
• Compositions that infringe a third party’s Intellectual Property Rights, or violate a third party’s rights of publicity or privacy;
• Compositions that breach any Law or would result in civil liability;
• Compositions that are fraudulent, false, misleading or deceptive; or
• Compositions that are racist, defamatory, pornographic, offensive or vulgar.

Rejected Releases
The following Compositions may be rejected from the Publishing Service:

• Compositions containing “functional music” including (without limitation) nature sounds, fan noise, white noise, ASMR, sound effects, and other non-music audio content;
• Compositions that are considered by the Publisher (in its absolute discretion) to be at high risk of Streaming Fraud, including (without limitation) music that is overly generic, poor quality instrumentals, and/or unknown generic Writer names with no prior streaming history;
• Compositions that are wholly or partly generated by artificial intelligence (AI) or impersonate the likeness of another Writer using AI; or
• Compositions that do not meet minimum Metadata style guide requirements set by the Publisher and/or its Service Providers.

If the Publisher has reason to suspect that any Composition Delivered to the Publisher by you may constitute a breach of any of (a)-(d) above, then the Publisher may immediately and without notice remove the Composition from the Publishing Service.

Removal
The Publisher reserves the absolute right to remove from the Publishing Service any Composition, Marketing Materials or Metadata Delivered to the Publisher by you for any reason whatsoever immediately without notice.

You represent and warrant to the Publisher and each of its Service Providers that:

• you own all the Intellectual Property Rights in and to each Composition that you Deliver to the Publisher, or you have the right to Deliver each Composition to the Publisher, the right to permit each Composition to be published through the Publishing Service and the right to grant the appointment, licences and rights contemplated by these Publishing Conditions;
• the exercise and carrying out of any appointment, licences and rights by the Publisher or its Service Providers granted by you under these Publishing Conditions will not infringe the Intellectual Property Rights or other rights of any person;
• before Delivering each Composition to the Publisher, you have obtained all necessary licences, permissions, approvals and consents required for the purposes of these Publishing Conditions, including any moral rights waivers and consents;
• you have not entered into any agreement, arrangement or understanding with any person, or granted any agencies, licences or rights to any person, which conflicts with the appointment, licences and rights granted to the Publisher under these Publishing Conditions;
• no Composition contains anything defamatory, obscene, offensive, abusive, pornographic, threatening, or racist, or which promotes any illegal act or breaches any law;
• all of the information provided to the Publisher by you in connection with the Publishing Service is true, correct and not misleading;
• you will not do anything directly or indirectly that would interfere with, circumvent, avoid, bypass, obviate or otherwise impede the ability of the Publisher or its Services Providers to provide the Publishing Service or otherwise exercise the rights granted under these Publishing Conditions; and
• you are not entitled to create any royalty splits in relation to any Composition (except as agreed by you and the Publisher).

You authorise and consent to the Publisher engaging any sub-agent, sub-contract or other third-party provider to perform any of its obligations or exercise any of its rights under these Publishing Conditions

Termination

• You may terminate the Publishing Service for a Composition only by providing written notice at least thirty (30) days prior to the end of the Initial Term or a Renewal Term for that Composition.
• The Publisher may terminate your use of the Publishing Service at any time by providing written notice to you.
• You may also terminate the Publishing Service for a Composition if that Composition has been removed by the Publisher from the Publishing Service in accordance with these Publishing Conditions.
• Within thirty (30) days of termination in accordance with this clause, the Publisher will request that all Service Providers remove your Compositions from their services.

Rights and obligations following termination

• The following clauses survive termination of your use of the Publishing Service: 2.1(c), 3, 4, 5, 6, 7.3 and 8 together with any other clauses which expressly, or by their nature, are intended to survive termination.
• The termination of your use of the Publishing Service is without prejudice to any rights that have accrued to a party before the date of termination.

Income after removal of Composition from the Service
You acknowledge and agree that Writer Income derived during your use of the Publishing Service may be collected by the Publisher after the termination of your use of the Publishing Service. Accordingly, notwithstanding the termination of the Publishing Service for any reason, the authority granted by you under clauses 2.1(c) and 3 will survive until all Writer Income derived during the Initial Term and any Renewal Term has been collected and distributed.

Indemnity and Release
To the extent permitted by Law, you indemnify, release and hold harmless the Publisher and its Service Providers from and against any damage, loss (including reasonable legal costs and expenses) or liability suffered or incurred by or arising from or in connection with:

• any Prohibited Release Delivered to the Publisher by you;
• the infringement of any person’s Intellectual Property Rights by you;
• any of the warranties given by you in these Publishing Conditions being incorrect, misleading or inaccurate;
• any Composition you Deliver to the Publisher (except to the extent that the Publisher fails to remove a Composition from the Publishing Service within a reasonable time of being notified that the Composition breaches the Intellectual Property Rights, proprietary rights or other legal rights of a third party).

Disclaimer
The Publisher provides the Publishing Service on an “as is” and “as available” basis and does not represent or warrant that the Publishing Service will be free from interruptions, be free from inaccuracies or errors, be free of viruses or other harmful components, meet your requirements or operate in the confirmation or with the hardware or software that you use.

The Publisher makes no representations or warranties other than those made expressly in these Publishing Conditions and, to the extent permitted by law, hereby expressly disclaims any and all warranties, including (without limitation) warranties of fitness for a particular purpose.

Scope of Liability
To the extent permitted by Law, the Publisher’s liability is limited (at the Publisher’s option) to either resupplying the Publishing Service or paying the cost of resupplying the Publishing Service.

The Publisher will not be responsible for:

• losses arising from the unavailability of, or your inability to use the Publishing Service;
• losses that are not directly caused by any breach on the Publisher’s part;
• any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure;
• any indirect or consequential losses including (without limitation) losses arising out of the cost of replacement, or recovery or recoupment of any investment made by you in connection with these Publishing Conditions or the Publishing Service, even if the Publisher has been advised of the possibility of such costs or damages; or
• any delay or failure to comply with the Publisher’s obligations under these Publishing Conditions if the delay or failure arises from any cause that is beyond the Publisher’s reasonable control.

Your Intellectual Property
To the extent permitted by law, neither the Publisher nor its Service Providers are liable to you for any infringement of your Intellectual Property Rights in any Composition by any third party.

The following definitions apply in these Publishing Conditions unless the context otherwise requires:

• Account means the online account opened by you to access the Platform.
• Average Bank Retail Spot Rate means the average of the retail foreign spot exchange rates offered by the Commonwealth Bank of Australia, the National Australia Bank Limited, Westpac Banking Corporation and the Australia and New Zealand Banking Group Limited at a singular point in time.
• Bespoke Composition means a musical composition created by you in response to a brief and request for submission.
• Business Day means between the hours of 7:00 am and 7:00 pm AEST on a day that is not a Saturday, Sunday or public holiday in Brisbane in the State of Queensland.
• Collection Society means any statutory, voluntary or other organisation that collects and distributes royalties on behalf of the owner of a Composition for the use of such Composition.
• Composition means a musical composition, whether or not distributed through the GYROstream platform, that has been submitted to the Publisher for administration under these Publishing Conditions. This includes;
• all titles, arrangements, adaptations, versions, editions and translations of such musical composition;
• all Intellectual Property Rights in connection with the musical composition, including (without limitation) the synchronisation, mechanical and performance rights; and
• all Metadata in connection with the musical composition;
• Bespoke Compositions; and
• all Marketing Material in connection with the musical composition.
• Deliver means to provide, upload, register, submit, or otherwise furnish a Composition to the Publisher for the purpose of administration under these Publishing Conditions. This includes delivery through the Platform, by email, metadata spreadsheets, file transfer services, or any other method reasonably accepted by the Publisher.
• Initial Term means the period of twelve months commencing on the date you Deliver the Composition to the Publisher
• Intellectual Property Rights means intellectual property rights conferred on a party or recognised at law in any territory throughout the world including any rights associated with copyright, trademarks, business names, patents, innovation concepts, semiconductor rights, formulae, trade secrets, methods, inventions and any other results of intellectual activity in any field of industry or endeavour, whether or not registered or registerable and includes any right to register those rights, whether created before or after the date of these Publishing Conditions.
• Marketing Materials means any applicable artwork, biographies, likeness, photographs, production parts, bonus video content/tracks and any other marketing materials, sound recordings and audio-visual recordings otherwise created in connection with the promotion, marketing and/or exploitation of a Composition.
• Metadata means the digital information conveying information regarding any Composition including (without limitation) the Writer's names, songwriters’ details, biographies, the title of the Composition, descriptions of the Composition, lyrics, pricing information, concert information, music genre and other information.
• Net Publishing Receipts means the balance of all Writer Income received by the Publisher after deduction of any:
• fees, cost, charges or other expenses charged by any Service Provider;
• Publishing Charges;
• sales tax (and any other taxes required to be and actually deducted);
• any third-party non-affiliated collection society (and their agents) charges (if applicable);
• any sums payable by way of remuneration to arrangers, adaptors and translators (if applicable); and
• expenses, bank and similar transfer fees, currency conversion costs and charges, transaction taxes and other deductions.
• One-Stop Licence means the combined licensing of both the Record Release and Composition.
• Publishing Administrator means a royalties collection administrator that administers the collection of royalties from the use of a Composition from various sources including (without limitation) Collection Societies.
• Publishing Charges means the publishing charges specified in clause 3.2 as amended from time to time.
• Publishing Service means the publishing of Compositions by collecting royalties and other revenue from the use of a Composition through a Publishing Administrator that will administer the collection of such royalties from various Collection Societies.
• Publishing Territory means territory nominated by you to the Publisher (provided that if you fail to nominate a territory, then you shall be deemed to have selected the entire world).
• Renewal Term means each successive period of twelve months commencing either at the end of the Initial Term or the previous Renewal Term.
• Service Providers means any third-party provider or sub-agent that is directly or indirectly engaged by the Publisher for you or on your behalf in connection with these Publishing Conditions, including (without limitation) Publishing Administrators.
• Synchronisation Rights means the right to grant licenses in the Distribution Territory for the synchronization of the Composition, including in motion pictures, television programs and/or television commercials for a period that may extend beyond the end of the Record Release Term
• Writer Income means all royalties and other revenue collected by the Publisher or its Service Providers on your behalf in connection with clause 2 of these Publishing Conditions.
• Term means, for each Composition, the Initial Term and any applicable Renewal Term.
• You means any person that accesses the Platform and/or Services, regardless of the nature of that access or if that party is or is not identified to the Distributor