Please read these Terms & Conditions carefully before using the Trackdrop website or any other Trackdrop platform or service (each as defined below), as they affect your legal rights and obligations.

If you do not agree to be bound by all of these Terms & Conditions, you must not use the Platform.

Mixcloud Limited (“Mixcloud”, “we”, “our” or “us”), a company incorporated in England with its registered office at Unit #2255, 275 New North Road, London N1 7AA and company registration number 6710137, operates and controls Trackdrop, a dedicated music upload and download service (“Trackdrop”), including the Trackdrop website at www.Trackdrop.com and related URLs (the “Website”), and provides all services, software, tools and data made available via the Website, including any Trackdrop widgets, plug-ins and application programming interfaces (the “Services”). The Website and the Services are referred to together in this User Agreement as the “Platform”.

The Platform enables users to upload music tracks and related materials (“Music Content”) so that such Music Content can be discovered and downloaded by DJs and other users for personal use. Please note that: All responsibility for rights clearance and all associated liabilities rest solely with the relevant user.

1. User Agreement and Your Account

1. These terms and conditions (together with any additional terms, rules, policies or guidelines posted on the Website from time to time and incorporated by reference, the “User Agreement”) govern your use of the Platform and the Services. By accessing or using the Platform or the Services you agree to be bound by this User Agreement in full.

2. You must be at least 16 years old to use the Platform or the Services. If you use the Platform or the Services (or open a Trackdrop account) on behalf of a group, company, entity or organisation (each a “Group”), you represent and warrant that: (i) you are an authorised representative of that Group with full authority to bind the Group to this User Agreement; and (ii) you shall ensure that all members, officers, employees and agents of that Group comply with this User Agreement.

3. We may, at our sole discretion, add to, delete from, amend or otherwise modify any part of this User Agreement at any time and without prior notice. The then-current version will be made available on the Website. You are responsible for checking the User Agreement posted on the Website from time to time to ensure you are aware of any changes. Your continued use of the Platform following any such changes will constitute your agreement to be bound by the revised User Agreement.

4. To access certain features or areas of the Platform and/or the Services, you may be required to create an account. You agree to provide to us only information that is true, accurate, complete and not misleading, and to keep all such information accurate and up-to-date at all times.

5. When you register for an account, you will be asked to choose or be issued with a username and password or other account credentials. You are responsible for all activities that occur under or through your username, password or account, and therefore you must keep your password and other login details strictly confidential and secure. You are solely responsible for maintaining the confidentiality of your account information and for restricting access to your devices. You agree to accept full responsibility for all activities that occur under your account or password, whether or not authorised by you.

6. If you have any reason to believe that your user account is no longer secure (for example, due to loss, theft or unauthorised disclosure or use of your login details), you must immediately notify us in accordance with the contact details set out on the Website. You may be liable for any loss or damage suffered by us or any other user as a result of any unauthorised use of your account.

7. You further agree not to select or use, as a username, URL slug, profile identifier or User Submission identifier, any name or designation: (i) which is already in use by another user; (ii) which impersonates or is capable of being confused with another user or Group; or (iii) which we consider (in our sole discretion) to be offensive, misleading, unlawful or otherwise inappropriate.

8. We may terminate this User Agreement and/or suspend or terminate your access to all or any part of the Platform (including your account) at any time and with immediate effect if, in our sole discretion, we believe that: (i) you have breached, or acted in a manner indicating that you do not intend to or are unable to comply with, any term of this User Agreement; and/or (ii) we are required to do so by law or by any regulatory authority; and/or (iii) continuation of the Platform or of your access to it is or is likely to be no longer commercially viable.

9. You may terminate this User Agreement at any time by providing ninety (90) days’ written notice to us and closing your account in accordance with the account closing procedures set out on the Website. Termination of this User Agreement, whether by you or by us, will not release either party from any obligations which are expressed, or by their nature are intended, to continue in force after termination (including, without limitation, licences already granted to other users, indemnities, limitations of liability and governing law provisions).

10. Upon termination of your user account or your access to the Website, or upon our written demand, you must promptly cease all use of the Platform and destroy or permanently delete any materials obtained from the Platform and any related documentation in your possession or control, except to the extent that retention is required by law or expressly permitted in writing by us.

11. To keep your account active, you should log in and either upload Music Content or access the Platform at least once every six (6) months. Accounts may be permanently disabled or deleted due to prolonged periods of inactivity (which may be assessed by reference to a combination of log-ins, uploads, downloads, and the account creation date). You acknowledge that you may not always be able to determine whether an account is inactive, as not all indications of activity are publicly visible.

2. Description of the Platform and the Services

1. The Platform provides users with access to the Services and to various online tools and resources relating to music tracks and associated content, including without limitation: upload and hosting tools, file management and metadata tools, search and discovery features, recommendation tools.

2. The Platform enables users who own or control the full rights in their music recordings and compositions (each an “Uploading User”) to upload individual music tracks and associated artwork and metadata (together, “Music Content”) to the Platform. That Music Content can then be made available, at the Uploading User’s election, for download by other registered users (each a “Downloading User”) for personal use..

3. For the avoidance of doubt, Music Content may only be uploaded where the Uploading User owns and/or controls all necessary rights in the relevant sound recording(s) and underlying musical composition(s) worldwide and in perpetuity, and no licences are obtained or cleared by us on behalf of any user.

4. Unless expressly stated otherwise, any new feature, functionality or tool that is added to the Website and/or the Services will be subject to, and shall form part of, this User Agreement.

5. We reserve the right, at any time and without notice, to add, amend, remove, suspend or impose limits or restrictions on any part or feature of the Platform or Services, including any storage limits, download limits or functionality restrictions, whether for technical, legal, security, commercial or other reasons.

3. Intellectual Property and Licence

1. All content and materials forming part of the Platform and the associated intellectual property rights, including without limitation copyright, trade mark rights, database rights, design rights and other proprietary rights, subsisting in or relating to any element or aspect of the Platform (other than User Submissions), such as source and object code, documentation, software, graphics, text, images, designs, videos, sounds, animations, databases, logos, domain names, trade names, trade dress and trade identities (together, the “Platform Content”), are owned by us and/or our licensors.

2. For the avoidance of doubt, any Music Content, User Submission (as defined below) and other content submitted to the Platform by users is and shall remain the property of the relevant user or other third-party rights holder, subject always to the licences granted in this User Agreement.

3. Except as expressly granted herein, no rights in or to the Platform Content are granted to you and all such rights are expressly reserved. Without limitation, you are not permitted, whether directly or indirectly, to copy, reproduce, rearrange, sell, lease, rent, lend, distribute, redistribute, modify, adapt, download, side-load, exchange, create derivative works from, upload, post, transmit, communicate to the public or publish the Platform Content, in whole or in part, or to remove or alter any advertising or branding, except pursuant to the express limited licence granted to you under this User Agreement.

4. You agree to comply with any and all additional notices, information, restrictions or guidelines in respect of the Platform contained in any part of the Platform or otherwise notified to you by us from time to time.

5. Subject to your strict and continuing compliance with this User Agreement, we grant you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable licence to: (a) access and browse the Website and view Platform Content and submit or upload Music Content, audio, images and other content to the Website as User Submissions in accordance with this User Agreement.

6. We shall have the right (but not the obligation), in our sole discretion, to refuse to post, host, display or otherwise use, and/or to remove, restrict or withdraw, any User Submission, including but not limited to Music Content (or other user-generated content on the Platform), in whole or in part, at any time and for any reason or no reason, with or without notice and with no liability of any kind to you or any third party.

4. User Code of Conduct

1. As a condition of your use of the Platform and the Services, you agree that you will: (a) not use the Platform for any purpose that is unlawful or prohibited by this User Agreement, and you will comply with all applicable laws, regulations and industry rules. Access to, or use of, the Platform from territories where such access or use is unlawful is strictly prohibited; (b) not upload, make available or otherwise use any Music Content unless you are the sole owner or exclusive controller of all relevant rights in that Music Content, including all copyrights (in both sound recording and musical work), neighbouring rights, performers’ rights and any related rights worldwide; (c) not engage in any unauthorised sharing, distribution, public performance, communication to the public or other exploitation of any Platform Content or any individual Music Content outside of the uses expressly permitted under this User Agreement; (d) not use the Platform other than for your own personal, private use (or, where you act on behalf of a Group, for that Group’s internal use), and not reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, for any commercial purpose, any part of the Platform or any access to it, except as expressly permitted in a separate written agreement with us; (e) not defame, harass, abuse, threaten, stalk, bully or defraud other users of the Platform, and not collect or attempt to collect personal information about users or third parties without their consent and without a lawful basis; (f) not intentionally interfere with, damage, impair or disable the operation of the Platform or any other user’s enjoyment of it, by any means (including, without limitation, by uploading or otherwise disseminating viruses, worms, spyware, adware, malicious code or any other harmful software or materials); (g) not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, including (without limitation) features that prevent or restrict the use or copying of content or that enforce limitations on the use of the Platform; (h) not attempt (and not assist or facilitate others to attempt) to gain unauthorised access to the Platform, any part of it, or any accounts, computer systems or networks connected to the Platform, whether through hacking, password mining or any other means; (i) not interfere (and not attempt to interfere) with the proper working of the Platform or any activities conducted on or through the Platform; (j) not obtain or attempt to obtain any Platform Content or Music Content through any means not intentionally made available by us through the Platform; (k) not modify the Platform in any manner or form, and not use any modified version of the Platform for any reason, including (without limitation) for the purpose of obtaining unauthorised access to the Platform or to Music Content; (l) not use any robot, spider, scraper, crawler or other automated means to access the Platform for any purpose, and not bypass or circumvent our robot exclusion headers or other measures that we may use to regulate access to the Platform; (m) not utilise framing techniques to enclose, or otherwise in relation to, any trade mark, logo or other Platform Content, and not use any meta-tags or any other “hidden text” or code that references Trackdrop, Mixcloud or any of our trade marks; (n) not use videos, images, logos, artwork or other materials in connection with any Music Content or profile on the Platform unless you have obtained all necessary rights, consents and permissions; (o) promptly remove any links, widgets or embeds that we determine (in our sole discretion) to be objectionable, and not use any Trackdrop logos, graphics or trade marks as part of any link except as expressly permitted in writing; (p) not make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users (including, without limitation, unsolicited advertising, promotional materials, “bulk” mailings, chain letters, informational announcements that are not legally mandated, charity requests, or petitions for signatures); (q) not reverse engineer, decompile, disassemble or otherwise attempt to discover or reveal the source code or underlying algorithms of the Platform or any part thereof; (r) not modify, adapt, translate or create derivative works of the Platform or any part thereof; (s) not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, any features that prevent or restrict the use or copying of any content accessible through the Platform, or any features that enforce limitations on the use of the Platform; and (t) not use the Platform for any purpose connected with generative artificial intelligence (AI) or machine-learning technologies that are trained on, or ingest, copyright-protected content from the Platform without the express prior written authorisation of all relevant rights holders. For the avoidance of doubt, this prohibition includes: (i) scraping, harvesting or otherwise extracting any text, audio, artwork, metadata, or other content or data from the Platform, including by means of scripts, robots, bots, spiders, scrapers, crawlers or other automated tools; (ii) text and data mining of any content from the Platform, including where collected through automated data-gathering or extraction tools; and (iii) using any content or data from the Platform to train, improve or otherwise feed any AI or machine-learning model, or to generate content that imitates or replicates Music Content or other content available on the Platform.

5. User Submissions

1. Using the Platform, you may submit, upload and post Music Content (including audio files), artwork, images, textual descriptions, commentary and other materials (together, “User Submissions”), and host, share and/or publish such User Submissions via the Platform.

2. User Submissions are made available via the Platform for discovery, download and/or other uses permitted by this User Agreement. User Submissions are not pre-approved, pre-moderated or controlled by us, and we do not undertake any obligation to monitor them.

3. We do not warrant or represent that we will publish, host, feature or otherwise use any particular User Submission, and we may decide, in our sole discretion, whether or not to make any User Submission available on the Platform.

4. You retain ownership of all rights, title and interest that you hold in your User Submissions. However, by submitting User Submissions to Trackdrop, you hereby grant to us and our affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, sublicensable and transferable licence to: (a) host, store, reproduce, distribute, transmit, display, perform and otherwise make available your User Submissions (in whole or in part) in connection with the operation, provision, promotion and improvement of the Platform and the Services; (b) create adaptations, edits, re-encodings, format changes or other technical modifications to your User Submissions solely as necessary for technical processing, format adjustment, compatibility, security or optimisation for streaming and download; and (c) use your name, profile name, trade marks, logos, likeness and other identifying indicia submitted by you, in connection with the use, exhibition, promotion or redistribution of your User Submissions as permitted above.

5. For the avoidance of doubt, and notwithstanding any sub-licences that we may grant, you hereby grant to each authorised user of the Platform a non-exclusive licence to access, stream, preview and, where enabled, download your User Submissions through the Platform and to use such downloaded Music Content for DJ performance, playback and other uses permitted by the functionality of the Platform and this User Agreement (the “Downloading User Licence”). Each Downloading User agrees that their use of downloaded Music Content is subject to all applicable laws and does not create any relationship between them and us beyond this User Agreement.

6. You shall be solely responsible for the creation, origination, selection and upload of your User Submissions and for any and all consequences of posting or publishing them via the Platform. We shall have no responsibility or liability for User Submissions or for your use of the Platform.

7. For Trackdrop, and given that the Platform is designed for the upload of wholly controlled original Music Content, you agree that you will not upload any User Submissions that consist of, or contain: (a) any sound recordings or musical works which have not been created by you (or, where you act for a Group, by members of that Group) unless you hold all necessary rights and consents from all relevant rights holders; (b) any unauthorised samples, bootlegs, remixes, edits, mash-ups or other derivative works that incorporate third-party content unless you hold all necessary rights and consents; (c) any content sourced from illegal or unauthorised channels, including (without limitation) from unlicensed peer-to-peer services or from other platforms in breach of their terms; (d) misleading, incomplete or inaccurate metadata (including mislabelled artist names or track titles), and you will not deliberately misidentify or obscure any such information; (e) song titles, artist names or other metadata which intentionally misrepresent the identity or authorship of any Music Content; of (f) any User Submission created wholly or in part with the aid of generative artificial intelligence (AI) technologies that incorporates, imitates or is trained on copyrighted material, unless such use has been authorised by all relevant rights holders.

8. In connection with your User Submissions, you further agree that you will not: (a) publish or communicate any misrepresentation or information that may damage, disparage or bring into disrepute us or any third party; (b) submit any material that is unlawful, defamatory, libellous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or otherwise inappropriate; (c) post advertisements, commercial solicitations or other promotional content except as expressly permitted in writing by us; (d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; or (e) include any content that may be harmful to minors in any manner.

9. We do not endorse any User Submission or any other user-generated content or any opinion, recommendation or advice expressed therein. Under no circumstances will us be liable in any way for or in connection with any User Submission (including, without limitation, for any inaccuracies, errors or omissions, or any alleged or actual infringement of intellectual property rights) or for any loss or damage of any kind incurred as a result of the use of any User Submission posted, emailed, displayed, downloaded or otherwise transmitted via the Platform.

10. You acknowledge and agree that all user-generated content on the Platform (including, without limitation, each User Submission) is the sole responsibility of the person from whom such content originated. You, and not us, are entirely responsible for the content that you upload, post, e-mail, transmit or otherwise make available through the Platform. We do not routinely monitor, edit or control content posted by users and has no obligation to do so, but reserves the right to do so in its discretion.

6. Music Content 

1. Any registered user may upload their own self-composed and self-recorded music tracks (each a “Track”) for discovery and download by other Trackdrop users via the Platform. In this User Agreement, such Tracks, together with any associated artwork, text, branding and other materials uploaded in relation to those Tracks, are referred to collectively as “Music Content”, and each such uploading user is referred to as a “Creator” or “Uploading User”.

2. We reserve the right, in our sole discretion, to accept, refuse, make available (whether individually or within bundles, playlists, packs or other offerings), edit, crop, arrange, highlight, feature, de-feature and/or withdraw any Music Content that you upload at any time and for any reason, with or without notice.

3. When you upload your Music Content to the Platform, you hereby grant to us a non-exclusive, fully paid-up, royalty-free, sublicensable and transferable licence to: (a) copy, encode, transcode, host, store and otherwise reproduce the Music Content and any associated materials; (b) make the Music Content available, on a through-to-end-user basis, for streaming, preview and download to other users of the Platform, in accordance with the settings you select; (c) sub-license such rights to users of the Services and to third-party service providers to the extent necessary for them to perform services for us in connection with the Platform; and (d) use your Music Content (including associated names, trade marks, logos and artworks) for Trackdrop’s promotional, marketing and editorial purposes, including (without limitation) by exhibition on and/or distribution via the Website, our properties and on other websites, apps and online services.

4. You agree that we may use your Music Content as described above without any obligation to attribute you, although, unless you have requested otherwise, your name or profile name may be published alongside your Music Content. Nothing in this clause prevents you from asserting your authorship where appropriate.

5. For the avoidance of doubt, this User Agreement does not transfer ownership of copyright in your Music Content to Trackdrop users or any third party. Ownership of all copyright and related rights in your Music Content remains with you (and/or your licensors), subject only to the licences granted under this User Agreement.

6. In addition to the licence granted to us, you hereby grant to each Downloading User a non-exclusive, worldwide licence to download, reproduce and use copies of your Music Content obtained via the Platform, solely for the purposes of: (a) playing and performing such Music Content in public or private DJ sets, radio shows, live streams, mixes and similar performances, whether commercial or non-commercial; and (b) incorporating such Music Content into their DJ sets and live performances, provided that such Downloading User complies with all applicable laws, including any public performance, synchronisation, neighbouring rights and other rights regimes in the relevant territory.

7. For the avoidance of doubt, Downloading Users acquire their licence directly from you as Uploading User/Creator, and we do not guarantee or warrant the scope, validity or lawfulness of any such licence. You remain solely responsible for ensuring that you have all rights necessary to grant the Downloading User Licence described here.

8. You may withdraw any item(s) of Music Content from availability on the Platform at any time via your account interface. However, withdrawal will not affect: (a) any licences granted to us or Downloading Users prior to the effective date of withdrawal; or (b) any uses of your Music Content already made by us or Downloading Users in accordance with this User Agreement.

9. If, at any time after uploading Music Content, you become aware that you no longer have, or no longer believe you have, all the rights necessary to authorise us and Downloading Users to use that Music Content as contemplated hereunder, you must immediately remove such Music Content from the Platform and notify us without delay.

10. You are solely responsible for making and maintaining your own backup copies of any and all of your Music Content and other User Submissions. You must not rely on Trackdrop as your primary or sole storage location for your content.

11. For the avoidance of doubt, each Creator/Uploading User is solely responsible and liable for any and all taxes, levies, charges or other fiscal obligations arising in connection with their Music Content, any related income and any commercial exploitation thereof.

7. Warranties and Representations, and Indemnities

1. You warrant and represent that: (a) you have, and will continue to have throughout the Term, all necessary licences, rights, consents and permissions to use and to authorise us and Downloading Users to use, reproduce, perform, communicate to the public, distribute, download and otherwise exploit all Music Content and other Audio Content uploaded by you to the Platform, in the manner contemplated by this User Agreement; (b) you have not taken, and will not take, any steps, directly or indirectly, to defeat or circumvent any technological measures or other protections implemented by us on the Platform to ensure legal compliance, and you will not interfere with or attempt to bypass any mechanisms controlling access, streaming, download or usage of Music Content; (c) all Music Content and other Audio Content uploaded by you: (i) is accompanied by complete and accurate titles of each embodied sound recording and the correct recording artist name(s); (ii) does not contain misidentified, misleading or incorrect metadata; (iii) is sourced from lawful, properly obtained recordings and not from illegally acquired content, including any content downloaded from unauthorised or illegal peer-to-peer or similar file-sharing services; and (iv) has been created, recorded and/or released with the full permission of all relevant copyright owners and rights holders, and does not constitute a bootleg, unauthorised remix, unauthorised recording or otherwise infringing material; and (d) in relation to each User Submission, including each Music Content file: (i) you own, or have obtained, all necessary intellectual property rights (including, without limitation, patent, trade mark, copyright, neighbouring rights, performers’ rights, moral rights, privacy rights, rights of publicity and any other proprietary rights) to enable inclusion, upload, use and exploitation of the User Submission on the Platform and to grant the rights and licences set out in this User Agreement; (ii) the User Submission, and ours and Downloading Users’ use thereof as contemplated hereunder, will not infringe, violate or misappropriate any third-party right; (iii) the User Submission will not slander, defame or libel any person and will not invade or violate any person’s rights of privacy, publicity or other personal or proprietary rights; and (iv) the User Submission will not violate any applicable law or regulation.

2. By submitting Music Content, you further warrant and represent that: (a) you have, and can demonstrate upon request, the right to grant the licences in Clauses 6 and 7 and will continue to hold all necessary rights, consents and permissions required to enable us and Downloading Users to use your Music Content for the purposes set out in this User Agreement; (b) your Music Content does not infringe or violate the rights of any third party, including any copyright, neighbouring right, trade mark or other proprietary right; (c) your Music Content is not obscene, offensive, defamatory or otherwise illegal; (d) your Music Content consists entirely of your own original work (or, where you are representing a Group, the original work of that Group, and each contributing member has given you express permission to make such items available via the Platform) and that no fees of any kind shall be due to any third party, including (without limitation) to unions, guilds, musicians, producers, engineers or other contributors, for the use of your Music Content by us or Downloading Users hereunder; (e) your Music Content contains no performances by any musicians other than yourself (or, where applicable, you and the members of your Group who have each consented in writing to the use of their performances on the Platform as contemplated herein) and contains no samples or other materials taken or borrowed from any third party that are not fully cleared or royalty-free; (f) the musical compositions embodied in each of your recordings have been written entirely by you (or, where applicable, by the members of your Group who have each given you express permission to make their compositions available via the Platform); (g) you either (A) are a member of ASCAP, BMI, SESAC or another performing and/or mechanical collective management organisation (each a “PRO”), or (B) are not a member of any PRO and have retained full control of your performing and mechanical rights; (h) no composition within your Music Content is, or will during the Term become, subject to the mandatory licensing regime of any PRO in a way that would prevent you from granting the direct licences set out in this User Agreement; (i) if you or any co-composer of a composition embodied in your Music Content is a member of a PRO, or if any composition is otherwise subject to the rights of any PRO, then you will issue a valid and effective notice to such PRO(s) withdrawing the relevant rights and will follow up to ensure that such notice is effective before uploading the composition(s) to the Platform, and that the PRO has notified all associated PROs in accordance with its procedures for “direct licensing” of your performing and mechanical rights to us and Downloading Users; (j) you shall, and shall procure that any co-creators shall, waive any right, requirement or obligation for any PRO or any other collecting society to collect, on your behalf or on behalf of any such co-creator(s), any fee from us or Downloading Users for any use of your Music Content as contemplated hereunder; (k) you are not, and will not be, in breach of any recording, publishing, commissioning or other contract with any record company, label, publisher or third party by uploading or making available your Music Content or by entering into or performing this User Agreement; and (l) you have provided us, at the time of upload and thereafter on request, with all information requested in relation to your Music Content and that all such information is accurate, complete and not misleading.

3. You understand and agree that, when using the Platform, you may be exposed to User Submissions and other content from a wide variety of sources, and that we are not responsible or liable for the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such content. You accept and agree that you may be exposed to content that is inaccurate, offensive, indecent or otherwise objectionable, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you may have against us in respect of such content.

4. You agree to indemnify, defend (if requested) and hold harmless us and our subsidiaries, affiliates, directors, officers, employees and representatives from and against any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, and expenses (including reasonable legal and attorneys’ fees) arising out of or in connection with: (a) your misuse of the Platform or the Services; (b) your breach or alleged breach of this User Agreement or any applicable law, rule or regulation; (c) your misuse of the Platform Content or any Music Content; or (d) your User Submissions (including your Music Content) and any placement, upload or transmission of such content on or through the Platform.

5. You agree to cooperate fully and reasonably, at your own cost, as reasonably required by us in the defence of any such claim. Notwithstanding the foregoing, we reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, and in no event shall you settle any claim or matter without our prior written consent.

8. Disclaimer of Warranties

1. THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE WEBSITE (INCLUDING MUSIC CONTENT AND OTHER USER SUBMISSIONS), IS PROVIDED “AS IS” AND “AS AVAILABLE”.

2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, IN RELATION TO: (a) THE PLATFORM; (b) THE PLATFORM CONTENT OR ANY MUSIC CONTENT OR USER SUBMISSIONS; (c) THE SERVICES OR FUNCTIONS ACCESSIBLE THROUGH THE PLATFORM; (d) ANY MESSAGES, CONTENT OR INFORMATION SENT FROM OR THROUGH THE PLATFORM BY USERS; (e) ANY PRODUCTS OR SERVICES OFFERED VIA THE WEBSITE OR VIA HYPERLINKS OR INTEGRATIONS TO THIRD-PARTY SITES OR SERVICES; (f) THE TREATMENT, STORAGE OR HANDLING OF ANY INFORMATION, CONTENT, MATERIAL OR DATA TRANSMITTED BY USERS TO OR THROUGH THE PLATFORM; OR (g) THE SECURITY OF ANY TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PLATFORM OR ANY LINKED SITE.

3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT THAT: (a) THE PLATFORM, ANY OF ITS FUNCTIONS OR ANY CONTENT THEREIN WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (b) DEFECTS WILL BE CORRECTED; OR (c) THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS.

4. WE DO NOT WARRANT THAT YOUR ACTIVITIES IN CONNECTION WITH THE PLATFORM ARE LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM ANY SUCH WARRANTY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT BY USING ANY FEATURES OF THE PLATFORM, INCLUDING BY UPLOADING MUSIC CONTENT AND BY DOWNLOADING OR USING MUSIC CONTENT FROM OTHER USERS, YOU ACT AT YOUR OWN RISK AND YOU REPRESENT AND WARRANT THAT YOUR ACCESS AND ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION IN WHICH YOU ACCESS OR USE THE PLATFORM, THE SERVICES OR THE CONTENT.

5. WE AND OUR SUBSIDIARIES AND AFFILIATES DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE.

6. WE AND OUR SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE IN ANY CIRCUMSTANCES FOR YOUR UNAUTHORISED USE OF THE PLATFORM OR THE SERVICES OR ANY MUSIC CONTENT. WHERE ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS OR LIMITATIONS SHALL APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION.

7. YOU AGREE THAT YOUR USE OF THE PLATFORM, INCLUDING ANY RELIANCE ON, OR USE OF, ANY MUSIC CONTENT OR USER SUBMISSIONS, IS ENTIRELY AT YOUR OWN RISK.

9. Limitation of Liability

1. WITHOUT LIMITATION TO ANY OTHER PROVISION OF THIS USER AGREEMENT, YOU UNDERSTAND AND AGREE THAT WE FURTHER LIMIT OUR LIABILITY IN CONNECTION WITH YOUR USE OF THE PLATFORM AS FOLLOWS: UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES (TOGETHER, THE “OUR ENTITIES”) BE LIABLE TO YOU FOR ANY INDIRECT LOSS OR DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (1) THE PLATFORM, ANY MUSIC CONTENT, ANY USER SUBMISSIONS OR ANY PLATFORM CONTENT; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE PLATFORM OR ANY CONTENT OR FEATURES THEREON; (3) ANY ACTION TAKEN BY US OR ANY LAW ENFORCEMENT OR REGULATORY AUTHORITY IN CONNECTION WITH AN INVESTIGATION REGARDING YOUR USE OF THE PLATFORM OR ANY CONTENT; (4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS, OTHER RIGHTS HOLDERS AND/OR ANY ALLEGED OR ACTUAL COPYRIGHT OR OTHER RIGHTS INFRINGEMENT; OR (5) ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OF THE PLATFORM.

2. IN EACH CASE, THIS APPLIES WHETHER OR NOT SUCH LOSS OR DAMAGE IS FORESEEABLE, WHETHER OR NOT WE OR ANY OF OUR INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER SUCH CLAIM ARISES IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, IN WHOLE OR IN PART BY NEGLIGENCE), OR OTHERWISE, OR BY REASON OF ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO THE PLATFORM.

3. NOTHING IN THIS USER AGREEMENT LIMITS OR EXCLUDES OUR LIABILITY FOR: (a) DEATH OR PERSONAL INJURY CAUSED BY OUR PROVEN NEGLIGENCE; (b) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (c) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

4. If any term of this User Agreement is determined to be illegal, invalid or otherwise unenforceable by reason of applicable law, then, in the relevant jurisdiction and to the extent of such illegality, invalidity or unenforceability only, such term shall be severed and deleted from this User Agreement and the remaining terms shall survive and continue to be binding and enforceable.

5. We and the Our Entities shall not be liable for any damage to any user’s computer, hardware, software, mobile device or other equipment or technology, including, without limitation, damage resulting from any security breach or from any virus, bug, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction.

6. Your access to and use of the Platform is at your own risk. If you are dissatisfied with the Platform, any Music Content, any User Submissions or any part of this User Agreement, your sole and exclusive remedy is to discontinue accessing and using the Platform and the content.

7. You acknowledge and agree that, in the event you incur any damages, losses or injuries arising out of our acts or omissions, such damages, if any, are not irreparable or sufficient to entitle you to an injunction or other equitable relief preventing or restricting any exploitation of any website, property, product, programme, audio-visual content or other material owned or controlled by us and/or our subsidiaries or affiliates, or of your User Submissions, and you will have no right to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any of our websites, services, platforms, products, programmes or audio-visual content, or any activities or actions related thereto.

8. You agree that the total aggregate liability of us to you under or in connection with this User Agreement, the Platform or the Services (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the greater of: (a) the total amount (if any) paid by us to you hereunder (for use of Music Content or otherwise); or (b) one hundred pounds sterling (GBP £100).

10. General

    1. This User Agreement (including any and all additional terms, policies and guidelines posted on the Website from time to time and incorporated by reference) contains the entire agreement between us and you with respect to the Platform, the Services, the Platform Content and User Submissions, and supersedes all prior or contemporaneous written or oral agreements, understandings or arrangements between you and us regarding the same subject matter.

    2. If any provision of this User Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such provision shall be applied to the fullest extent permitted so as to effect the intent of the parties, and the remaining provisions of this User Agreement shall remain in full force and effect.

    3. We and all rights holders in content on the Platform expressly reserve (unless agreed otherwise in writing) all rights in such text, media, data and content, including (without limitation) for the purposes of Article 4(3) of Directive (EU) 2019/790 and its implementing or related legislation in all European Economic Area member states.

    4. No waiver by us of any term or provision of this User Agreement shall be effective unless made in writing and signed by a duly authorised officer of ours. Any failure or delay by us to exercise or enforce any right or provision of this User Agreement shall not operate as a waiver of that or any other right or provision and shall not prevent the further exercise or enforcement of that right or any other right.

    5. Nothing in this User Agreement is intended to, or shall be deemed to, confer on any third party (whether referred to in this User Agreement by name, class, description or otherwise) any benefit or any right under any legislation in any country to enforce any term of this User Agreement, save that any of our subsidiaries, affiliates, directors, officers, employees or representatives may enforce any provision of this User Agreement which purports to confer a benefit on that person or entity.

    6. Nothing in this User Agreement shall create, or be deemed to create, any partnership, joint venture, fiduciary, client, professional, employment or agency relationship between you and us. You and we are independent contractors and neither party is authorised to make any representation or commitment on behalf of the other.

    7. This User Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales. In relation to any claim or dispute arising out of or in connection with this User Agreement, you agree to submit to the exclusive jurisdiction of the courts of London, England.