STARMONY Terms of Use and License Agreement – Updated 9 May 2022
Starmony Terms of Use and License Agreement
By accessing and using the Starmony application (the “App”) and any associated websites and services (together with the App
hereinafter the “Services”) offered by Starmony AB
(together with its group companies, parents, subsidiaries, affiliates, agents, representatives, consultants,
employees, officers, and directors — collectively, “Starmony,” “we,” or
“us”), you (the “User”) are agreeing to the legally binding rules described below (the
“Terms”).
You are also agreeing to our “Privacy Policy”
and “Cookie Policy” regarding security,
confidentiality, and what we do with the data you provide to us or which is collected by us. The Privacy
Policy and Cookie Policy constitute an integral part of these Terms.
You shall, where applicable and if required by us, acknowledge your agreement of
these Terms by ticking a box in connection with the registration of your user account in the App.
We may alter these Terms (including for the avoidance of doubt the Privacy Policy
and the Cookie Policy) at any time, for example in order to reflect changes made in the Services, ensure the
usability and functionality of the Services, for security reasons, to prevent abuse and/or to meet legal
requirements. Any such alterations to the Terms will become effective immediately when we post a revised
version of these Terms on the Services, meaning that your continued use of our Services will be governed by
the Terms in force at the time. However, in the event of any material changes to these Terms, or in the
event that any new versions of the Terms will apply retroactively, we will provide reasonable notice thereof
and specifically request your acceptance of the revised version of the Terms prior to your continued use of
our Services. In the event that you do not agree to any such new version of the Terms, your activities and
use of our Services up until such moment will continue to be governed by the previously applicable Terms.
You will however not be able to continue to use our Services.
You may not alter these Terms.
- Creating a User Account
- You need to register an account in order to log in and access the
Services (“User Account”). You may choose
to register a User Account by using a pre-existing user account you have registered with Facebook,
Google, Apple or any other third-party service provider as applicable. The information you provide to us
when creating the User Account has to be true, accurate and complete, and you agree to update the
information on your User Account in order to keep such information true, accurate and complete at all
times.
- You will have the opportunity to choose an artist name to use in
connection with the Services. You are responsible for ensuring that the artist name you choose is not
offensive and is not infringing any third party’s rights.
- Your User Account is personal and may not be transferred or shared
with others. You must notify us immediately if your password is lost, stolen, or disclosed to a third
party. You are responsible for all the activity on your User Account.
- You understand and agree that in order to register a User Account
and use the Services you must (i) be either at least 18 years old, or at least 13 years old and have
your legal guardian’s consent to accepting these Terms, (ii) have the power to enter a binding
contract with us and not be barred from doing so under any applicable laws, and (iii) be resident in a
country where the Services are available. We may ask you for proof of age or guardian’s
consent.
- If you register the User Account on behalf of a company,
organization, or other entity, then (a) “you” includes you and that entity, and (b) you
represent and warrant that you are authorized to grant all permissions and licenses provided in the
Terms and bind the entity to the Terms, and that you agree to the Terms on the entity’s
behalf.
- How to make music with Starmony
- When recording your vocals in the App (“Recording”), Starmony’s platform provides you with
multiple versions of your Recording with added music productions which have been customized to fit with
your Recording (each such version a “Music Clip”).
- You can save the Recording or Music Clip in the App, share your
Music Clip in the Starmony User Library, or share the Music Clip on Facebook, Instagram, TikTok,
or other social media platforms by uploading the Music Clip to such third-party services through the App
subject to the terms set out in clause 4 of these Terms.
- If you want to continue working on your Recording, you can use music
productions provided by Starmony’s platform, and/or record additional vocal recordings, in order
to write and record a complete song in the App (each a “Music Track”). You can also share your Recordings and Music Clips with other Starmony users within
the App and invite them to record and write a Music Track with you in the App.
- Once you have completed your Music Track, you can release it via the
Starmony distribution services subject to the terms set out in clause 4 of these Terms. Further
information regarding requirements for release can be found in Starmony’s “Release Policy” (as amended and updated from time to time).
- All sounds and
music put together by
Starmony’s platform, and every sound and production set available to
you through the Services consist of music written and produced by
third party producers affiliated with Starmony (“Starmony
Sounds”).
- The Recordings, the Music Clips and Music Tracks are together
referred to as the “Music”, which
reference shall for the avoidance of doubt include both the musical and/or literary work embodied
therein (the “Composition”) and the
master recording embodying the Music (the “Master”).
- We may contact you with creative input in relation to Music and
offer to provide certain so-called A&R services to you.
- We reserve the right to change, modify or cancel, temporarily or
permanently, all or certain functions and features of the Services at any time. For example, changes to
the Services may be necessary in order to adapt the App to new technical environments or to an increased
number of users, or for other important operational reasons.
- Starmony Intellectual Property Rights
- Starmony controls the rights to the Starmony Sounds, and nothing in
these Terms shall constitute a license, an assignment, or a transfer of rights to you of any copyright
or other intellectual property rights in and to the Starmony Sounds (including for the avoidance of
doubt the copyright to the underlying musical work and the neighbouring rights to the master recording
of the Starmony Sounds), whether stand-alone or as part of the Music. You hereby confirm and agree that
all Music Clips and Music Tracks created by using our Services will contain Starmony Sounds which we own
or control, and you therefore confirm and agree that you are not entitled to share or in any other way
exploit or monetize the Music Clips or Music Tracks or any parts thereof, other than through the options
provided to you via our Services.
- Starmony is and remains the owner of the Services and holds all
intellectual property rights in and to the Services, including but not limited to copyrights, designs,
domain names, trade names, trademarks, and patents. The Services are also protected as trade secrets.
For clarity, the Services may also include features, software and/or services licensed to Starmony by a
third party which are protected as intellectual property rights (“Third
Party Rights”). Starmony and its suppliers retain
all rights in the Services (including for the avoidance of doubt the Third Party Rights) and all
derivative works thereof.
- Grant of Rights
- By making the Music available to others, either by
using the sharing options available through the App for posting on social media platforms or sharing the
Music via email, by switching to non-private mode in the App and thereby making it available to other
Starmony users, by releasing the Music Track to digital stores, streaming services or other digital
distribution services (as such distribution services are provided by us in the App), or in any other way
making it available to others outside of the App, you irrevocably transfer and assign to us exclusively,
without territorial limitation, and without limitation in time, all rights to the Music, which shall
include any copyright in and to the musical and/or literary work embodied in the Music, and any and all
of the performance rights, including the master rights, in the Master, to the extent they originally
belong to you as a performing artist.
- In the event that your Recording is a cover version of a
pre-existing musical composition (“Cover”), you must provide notice thereof to us
prior to making the Music available to others as described under clause 4.1. You acknowledge and agree
that you do not own or control any copyright in such composition embodied in the Cover, and the
assignment and transfer of rights pursuant to clause 4.1 shall therefore be limited to the performance
rights, including the master rights, in the Master, to the extent they originally belong to you as a
performing artist.
- Any and all rights transferred and assigned under clause 4.1 above
are collectively referred to as the “Music Rights”.
- The transfer and assignment of the Music Rights to us
is all-encompassing whereby we shall have the exclusive right, but no obligation to:
- distribute, reproduce and exploit the Music in any form now and
hereafter known, including in digital and physical formats existing now and in the future and including
(without limitation) for the purposes of exploitation of blockchain and crypto products (e.g. NFTs);
- publicly perform the Music and to make the Music available to the
public, via any form of technique, or by any other means allow the public access to the Music;
- graphically reproduce the Music (for example by reprinting lyrics
and music, sheet music or publications, including digital reproduction) and to use the titles of the
Music for all purposes;
- act as the sole and exclusive agent and administer the Music in
relation to all forms of exploitation, including to collect revenues deriving from the Music directly
from collecting societies (including for mechanical reproduction and public performance of the
Composition) and other third parties;
- issue "first use" licenses of the Music;
- make alterations in other literature or work of art, translations,
arrangements, and remixes, or otherwise adapt or alter the Music;
- grant licenses for synchronization of the Music with visual images,
for example in film, television, advertisements, mobile applications, video games or any other
audio-visual recording;
- grant licenses for use of the Music in advertising of a third
party's products or services or for any merchandising or product tie-ins;
- exploit music drama performances of the Music (so called "grand
rights");
- grant so called "sampling" or "interpolation"
licenses of the Music; and
- exercise all other rights, now or hereafter known, in respect of the
Music, and to use and exploit such rights by all means, now and hereafter known.
- For clarity, we agree not to release, distribute or otherwise
exploit any Music Track until you have confirmed in the App that you have completed your Music Track and
that you want the Music Track to be commercially released. After we have received your release request,
you may not: (i) withdraw your consent to the release, distribution or other exploitation of the Music
Track; (ii) hinder or limit the release, distribution or exploitation of the Music Track to any specific
distribution services or means of exploitation.
- Upon receiving your request for release (and provided that we
receive the confirmation of any other Starmony user working with you on the Music Track), we will review
the Music Track, and the Starmony platform will provide final mixing and mastering of the Music Track.
If the Music Track in our sole discretion is suitable for release, we may distribute, or cause a
third-party distributor to distribute, the Music Track to digital stores, streaming services, and/or
other digital services. Please refer to the Release Policy for further information regarding release requirements and Starmony’s assessment
of what is suitable for release.
- You hereby waive your moral rights in relation to the Music to the
extent permitted under applicable law, save that we will always strive to ensure that you are named in
accordance with good practice in connection with any exploitation of the Music, and provided however
that with respect to the rights to grant synchronization licenses and licenses for use of the Music in
advertising of a third party's products or services or for any merchandising or product tie-ins as
set out in clause 4.4, you shall have the right to object to any use of the Music in a context which is
offensive, obscene, immoral, unethical, discriminating, or illegal.
- If you want to submit any artwork to be featured in the release of a
Music Track, including as cover art, you hereby grant to us a non-exclusive, irrevocable, worldwide,
royalty-free license to use and make available the artwork in any format now and hereafter known,
including (without limitation) in connection with any and all exploitations of the Music as set out in
clause 4.4. For clarity, we shall not be obligated to use such artwork in connection with the
distribution of the Music Track.
- We and any third-party distributor or licensor shall have the right
to use your name and artist name, including any trademarks associated with your name or artist name, for
marketing purposes in connection with advertising, sales and other exploitation of the Music.
- If you are affiliated with a collecting society, performing rights
organization or other collection society (“Collecting
Society”) to which you have granted the right to administer the public
performance rights and/or mechanical rights in and to your Compositions, you must notify us of such
affiliation contract and you agree to notify each such Collecting Society, in accordance with the
requirements of your applicable affiliation contract, of your agreement to grant the exclusive rights to
us pursuant to this clause 4 and as otherwise provided in these Terms.
- We shall have the right to, in whole or in part, license and/or
assign any and all rights in the Music to third parties.
- We shall have the right to, in whole or in part, assign any and all
rights and obligations under these Terms to third parties, including but not limited to the rights in
the Music, as well as our obligations with respect to the Music.
- Profit Sharing
- Starmony shall be entitled to collect one hundred percent (100%) of
the total income deriving from the exploitation of the Music, which for the avoidance of doubt includes
income attributable to the Composition as well as the Master in connection with public performance,
communication to the public, mechanization, or synchronization of the Composition and/or the Master.
- Your share of the copyright in the Composition will be deemed fifty
percent (50%) (“Your Writer Share”), and the remaining fifty percent (50%) will
be split between the third parties having contributed to the Starmony Sounds contained in the Music (the
“Producers”).
- You hereby acknowledge and agree that, by assigning and transferring
the Music Rights to us, Starmony will be the sole publisher of the Compositions.
- Revenues which are directly and identifiably attributable by title
to the exploitation of Your Writer Share, shall be split fifty
percent (50%) to us and fifty percent (50%) to you. Revenues pursuant to this
clause 5.4 shall be calculated on one hundred percent (100%) of the total income deriving from your
writer share in the Compositions, i.e. the sum of what has been paid to us as well as you (including any
service company or other third party who receives such revenues on your behalf), after deduction of
commission to any sub-publishers, administrating publishers or other third party agents, Collecting
Society’s and other collection societies’ fees, VAT and local taxes required to be deducted
in any part of the territory, and any remuneration payable to third party translators, adapters and
arrangers in accordance with local society rules or regulations or statute.
- Revenues which are directly and identifiably
attributable by title to the exploitation of the Master, shall be split fifty percent (50%) to us, twenty-five percent (25%) to you, and twenty-five percent
(25%) to the Producers. Revenues pursuant to this clause 5.5 shall be calculated
on one hundred percent (100%) of the total income deriving from the Master, after deduction of
costs for manufacturing and distribution, costs for sales, promotion and marketing, and costs for any
mechanical royalties for the Composition.
- In the event that the Music consist of a Cover, you acknowledge and
agree that you are not entitled to share in any revenues which are attributable to the exploitation of
the Composition. With respect to the revenues attributable to the Master, you are entitled to your share
of revenues as per clause 5.4 and 5.5, save that we shall be entitled to deduct from the total income
any license fees payable by us for the exploitation of the Composition.
- Payments
- Any payments due to you hereunder will be paid out on your request
following your receipt of statements rendered by us or a third party administrator, provided however
that we shall not be obligated to make any payments to you in an amount below fifty US Dollars (USD 50).
- In the event that we have received incorrect information regarding
payments from any third parties, we reserve the right to retroactively change any amounts credited to
your account and charge your account in case you have been overpaid.
- You are responsible for paying any additional fees or taxes
associated with your use of our Services and any payments you receive from using our Services.
- Your Obligations and Warranties
- You are fully responsible for everything you submit to us. If we
find anything you deliver to us unsuitable, we reserve the right to, in our sole discretion, remove the
material or information and/or prevent you from using our Services.
- You warrant, agree and undertake that:
- you have the full right to assign all rights assigned or granted
under these Terms, including but not limited to the Music Rights, and that these rights are unencumbered
and will not be, in any way pledged or by other means restricted in ownership or right to
disposition;
- you are not signed to a record label or a publishing company, or
otherwise bound by an exclusive contract for your musical and/or artistic services, which prevents you
from accepting these Terms;
- with respect to Covers, you have not changed the text or melody of
the original Composition;
- you are over the age of 18 (or, if you are 13 or older you have your
parent’s or guardian’s consent to these Terms) and you are not under any disability,
restriction or prohibition, whether contractual or otherwise with respect to your right, power and
authority to accept these Terms; and grant the rights expressed to be granted to us;
- you will be solely responsible for reporting all earnings via our
Services to the relevant tax authority and all subsequent taxes payable in respect of your use of our
Services.
- Rules of Conduct
- You agree and warrant that you will not:
- alter, copy, reproduce, record, transfer, perform, display,
transmit, resell, sublicense, or make available any part of the Services or the content displayed or
shared with you via the Services (including for the avoidance of doubt the Starmony Sounds and Third
Party Rights) to the public or otherwise use the Services in any way that is not explicitly permitted
under the Terms or applicable law, or otherwise constitutes an infringement of any part of the
Services;
- bypass any security measures, engage in any systematic reading or
listening, use any kind of software or device to “crawl” or spider any part of the Services,
reverse engineer (or similar actions) any aspect of the Services to access source codes, algorithms and
similar, or otherwise interfere with the security or functionality of the Services;
- remove or alter any copyright notices or similar that is included
in any part of the Services;
- collect information about other users of the Services for example
for the purpose of sending spam or junk mails or selling such information;
- pretend to be someone else when using the Services;
- access the Services for purposes of monitoring its performance or
functionality, or for any other competitive purposes;
- publish or otherwise make available on the App anything that is
false, misleading, harassing, offensive, inappropriate, repulsive or contains pornographic or
threatening content, or spam, viruses, corrupted data, malicious software or other programs that may
harm computers or other property, or that constitutes illegal activity or incitement or otherwise
violates the rights of others, including but not limited to intellectual property rights and privacy
rights, or that, in our discretion, contravenes the content or purposes of the Terms;
- use the Services in breach with any applicable laws or
regulations.
- Termination of the Services
- We reserve the right to suspend your User Account and access to the
Services with immediate effect, if you violate the rules of conduct or otherwise breach your obligations
under the Terms, including but not limited to providing us with incorrect information of any
kind.
- All provisions regarding assignment of rights, limitations of
liability, profit sharing, and payments will remain in full force and effect and shall survive the
deletion of your User Account (whether such deletion is caused by you or due to the suspension of your
User Account pursuant to clause 9.1 above).
- Limitations of Liability
- We are not responsible for the actions of any other users of the
Services, or any inaccuracies or errors in information provided by third parties and made available by
us or any third party via the Services, and you release us from any claims and damages in connection
with any claim you have against any such third party.
- Neither we nor any of our suppliers or partners will be liable to
you for any loss or damage (whether direct or indirect, incidental, consequential, punitive or special)
arising from your use of, or inability to use the Services, or your reliance on any content or
information made available through the Services.
- Disclaimer
- We will work hard to ensure that the Services are available and
operational. However, you understand and agree that the Services, as well as any material, information
and third-party components provided therein, are provided “as is”. This means that we do not
warrant that:
- the results of using the Services will meet your expectations or
requirements;
- the Services will always be available and function without any
errors or defaults;
- insights data and statistics provided to you via the Services are
true and accurate;
- the Services will be secure or free from bugs or viruses.
- It is your obligation to make sure that your viewing device (such as
your tablet or smart phone) and system meet the applicable minimum technical requirements necessary for
you to access the Services.
- Miscellaneous
- If any provision of these Terms shall be held void, voidable,
invalid or inoperative, no other provisions shall be affected as a result thereof, and accordingly, the
remaining provisions of these Terms shall remain in full force and effect as though such void, voidable,
invalid or inoperative provision had not been contained herein.
- Governing Law and Disputes
- Unless otherwise required by a mandatory law of a member state of
the European Union or any other jurisdiction, these Terms (and any non-contractual disputes/claims
arising out of or in connection with them), and our Services, will be governed by the substantive laws
of Sweden and any dispute regarding the aforementioned shall be submitted to the exclusive jurisdiction
of the District court of Stockholm, Sweden.