Last updated: 06/01/2022
These Terms of Service (“Terms”, “Terms of Service”, “Musician Terms””) govern your use of our web pages located at https://beatspoken.com, https://app.beatspoken.com, and https://reel.beatspoken.com operated by Beatspoken LLC. (“Company”, “we”, “our”, “us”, “Beatspoken”) (hereinafter referred to as “Service”).
If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at email@example.com so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.
Thank you for being responsible.
For purposes of thse Terms, the following terminology will have the indicated definitions:
- a. Musician
- A composer or musician providing Content on this Service.
- b. Content
- means all materials comprising a Service or Musician’s media (as applicable), including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, and Marks.
- c. Intellectual Property Rights
- means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, province, country, territory or other jurisdiction.
- d. Marks
- means all trademarks, service marks, trade names, logos, words or symbols identifying either party or either party’s respective products or services.
- e. Assets
- means all materials comprising Musician’s media (as applicable), including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, and Marks.
3. Musician Affirmations and Warranties
You agree that any Assets you make available on the Service will not violate third-party rights of any kind including, but not limited to, any Intellectual Property Rights or rights of privacy. You understand that publishing your Assets on the Service is not a substitute for registering it with the U.S. Copyright Office, the Songwriters Guild of America, ASCAP, BMI, SESAC, or any other rights organization.
You affirm, represent and warrant the following:
a. You have the full right, power and authority to enter into the Agreement and to fully perform all of your obligations.
b. Your Assets and all parts thereof are owned and controlled by, or licensed to you, and your use of the Service is permitted by applicable law and by all applicable rights holders. You retain all Intellectual Property Rights to your posted Assets.
c. If your Assets contain music and/or lyrics, you own or have acquired all rights to use such music and/or lyrics and any sound recording from the owner of the copyright in such music and/or lyrics or sound recording.
d. If your Assets consist in whole or in part of videos, design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs by uploading such Assets to Beatspoken, the end user license agreement, terms of service or the equivalent license held by you does allow you to incorporate such elements in the Assets created by you, and to license such Assets to Beatspoken.
e. Your Assets and Beatspoken’s use of them as contemplated by these Musician Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
f. To the extent that your Assets contain identifiable third parties or landmark(s), you represent that you have obtained written consent and/or model and property release(s) of those third-parties pictured, to use such third party’s name or likeness and grant Beatspoken all of the license rights set forth in the applicable License(s). You also warrant that each such third party has released you from any liability that may arise in relation to such use.
g. Beatspoken may exercise the rights to your Assets granted under these Musician Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
h. You will not provide inaccurate, misleading or false information to Beatspoken or to any other User. If information provided to Beatspoken or another User subsequently becomes inaccurate, misleading or false, you will promptly notify Beatspoken of such change.
i. You will not use Service to direct Users to other services or sites to purchase Assets.
j. By using the Service to sell one or more Assets, you agree to pay Beatspoken’s fees for such transaction, assume full responsibility for the content of the Assets offered, and accept that Beatspoken cannot guarantee exact listing durations.
k. By using the service, you grant Beatspoken the following:
We will have discretion to increase or decrease the price of any service that provides your Assets to maximize your overall performance
We will have discretion to offer discounts as part of special promotions, online sales, or campaigns, or to customers who we believe will make volume purchases or commitments or to help secure additional revenue on your behalf;
We will have discretion to temporarily or in select markets charge higher or lower prices to test pricing levels in an effort to maximize sales or revenue on your behalf;
notwithstanding the foregoing, you shall not set the price for an Asset that is higher than the lowest price for which the same (or substantially the same) Asset is offered by or on any other media marketplace, agency or other redistribution arrangement (each an “Other Marketplace”), if a Content item is offered at a lower price by or on any Other Marketplace, we may lower the price in our marketplace to match or beat that price.
Beatspoken reserves the right to terminate an account or remove products for any reason, including without limitation for a violation of these Musician Terms or the Site Terms of Service.
4. License Grant
By participating and uploading Assets on the Service, you expressly grant and you represent and warrant that you have all rights necessary to grant licenses for your Assets.
You hereby grant a Music License under the terms stated in Music Licensing. You grant and/or authorize Beatspoken to grant each User of the Service who purchases licenses to your Assets with all the rights, and subject to all the restrictions, described in the applicable License purchased. You should review the Licenses carefully before uploading any Assets.
5. Asset Delivery
All Assets must be delivered immediately after User approval of finished sample, with no barriers to immediate download. All Asset files should be hosted on Beatspoken. You must not require a customer to provide personal information in order to access licensed Assets.
6. Resolution Process for Transactions
All parties share the responsibility for making sure that purchases facilitated by our Service are satisfactory and hassle-free. Our Service hosts the resolution process for transactions when customers claim that the licensed Asset was not received, or the Asset they received was different from what was described in the product listing. We may take a more active role in ensuring transaction problems are resolved; however, you understand that we are not obligated to do so. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover by debiting or crediting Musician’s earned credits balance.
You understand and agree that Beatspoken has no obligation to provide refunds on any licensed Assets, including but not limited to if Beatspoken finds that the Asset has been downloaded by the User. You agree that any and all refunds are provided at the sole discretion of Beatspoken. You understand and agree to Beatspoken’s full Refund policy, which we may change from time to time.
7. Payouts & Earnings
Unless otherwise agreed by the parties in writing, Beatspoken shall send requested payouts according to published timeframes, and in the method, you select during the payout setup process. Available payout methods are subject to change. Our current payment terms (rates, fees, etc.) are available here—you should check this link regularly as we may change these in our sole discretion at any time and such change will apply to all transactions that occur after the published change. Payout requests may only be made if the total amount due to you totals at least US$20. Beatspoken reserves the right to withhold payment or chargeback to your account any amounts otherwise due to us under these Musician Terms, or amounts due to any breach of these Musician Terms by you, pending Beatspoken’s investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information, and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment, you must notify Beatspoken in writing within thirty (30) days of such payment. Failure to so notify Beatspoken shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Beatspoken. No other measurements or statistics of any kind shall be accepted by Beatspoken or have any effect under these Musician Terms. We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may request that our payment service provider hold Musician funds based on certain factors, including, but not limited to, selling history, seller performance, or the filing of a dispute claim.
8. Warranty Disclaimer
BEATSPOKEN’S PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BEATSPOKEN DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS AND SERVICES OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BEATSPOKEN DOES NOT WARRANT THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE MUSICIAN’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.
9. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF BEATSPOKEN ARISING FROM, RELATING TO, OR IN CONNECTION WITH THESE MUSICIAN TERMS EXCEED THE AMOUNTS PAID TO MUSICIAN UNDER THESE MUSICIAN TERMS.
a. Independent Contractor
Neither party shall be deemed to be an agent of the other party for any purpose, and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
b. Governing Law and Jurisdiction
These Musician Terms are subject to the governing law, jurisdiction, class action waiver, and other dispute provisions set forth in the Site Terms of Service.
Musician shall not assign, delegate, or otherwise transfer its rights or obligations under these Musician Terms, by operation of law or otherwise, without the prior written consent of Beatspoken. These Musician Terms will inure to the benefit of the parties and their permitted successors and assigns.
d. Changes to Musician Terms
We may revise and update these Musician Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Service. Your continued use of the Service following the posting of revised Musician Terms means that you accept and agree to the changes. You are expected to check this page from regularly so you are aware of any changes, as they are binding on you.
If any of the provisions of these Musician Terms are held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions shall continue in full force and effect.
In the event of a conflict between these Musician Terms and the Site Terms of Service, and/or a License, the conflicting provision of these Musician Terms shall apply solely with respect to the subject matter of these Musician Terms to the extent of such conflict.