STARMONY Producer Agreement – In effect from 9th May 2022

  1. About the Starmony Services
  1. Starmony AB (together with its group companies, parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors — collectively, “Starmony,” “we,” or “us”) provides an application (the “App”) and associated websites and services for song writing and music production (together with the App hereinafter the “Services”). By using the Services, end users (the “End User(s)”) can record their sounds and vocals and create music directly in the App. The Services also provide songwriters and music producers (the “Producers”) with the opportunity to upload and submit sounds and music to Starmony’s platform in exchange for certain remuneration in accordance with the terms set out herein.
  2. Once an End User has made a sound recording in the App (“User Recording”), Starmony’s platform provides End User with multiple music productions      customized to fit with the User Recording.      
  3. All sounds and music put together by Starmony’s platform, including every sound and production set available to the End Users through the Services (“Starmony Sounds”), consist of elements of sounds and music written and produced by Producers. Any part of a User Recording featuring any Starmony Sounds is hereinafter referred to as the “Music”.
  4. End User may distribute and release the Music via the Starmony distribution services available to End User through the App.
  5. By way of creating an account for use of the functions applicable to Producers within the Services (“Producer Account”), you will be able to upload and submit sounds and music to Starmony’s platform to be made available and used as Starmony Sounds, in accordance with the terms and conditions stated herein.
  1. Acceptance of the Agreement
  1. You shall acknowledge your agreement of the legally binding rules set out in this agreement (the “Agreement”) agreeing to the terms in this Agreement, 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 this Agreement.
  2. We may alter this Agreement (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 Agreement will become effective immediately when we post a revised version of the Agreement on the Services, meaning that your continued use of our Services will be governed by the Agreement in force at the time. However, in the event of any material changes to these Agreement, or in the event that any new versions of the Agreement will apply retroactively, we will provide reasonable notice thereof and specifically request your acceptance of the revised version of the Agreement prior to your continued use of our Services. In the event that you do not agree to any such new version of the Agreement, your activities and use of our Services up until such moment will continue to be governed by the previously applicable Agreement. You will however not be able to continue to use our Services.
  3. You may not alter this Agreement.  
  4. This Agreement sets forth the entire understanding between us in respect of the subject matter hereof and shall replace any and all prior written and/or oral agreements, discussion and/or arrangements between us.
  1. Your Producer Account
  1. Your Producer 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 Producer Account.
  2. You understand and agree that in order to register a Producer Account and use the Services, you must (i) be either at least 18 years old, or at least 16 years old and have your legal guardian’s consent to accepting this Agreement, (ii) have the power to enter into 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.
  3. If you register the Producer 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 own and/or control such entity, that you are authorized to assign all rights, grant all permissions and licenses provided in the Agreement and bind the entity to the Agreement, and that you agree to the Agreement on the entity’s behalf.     
  4. If you also wish to use the Services as an End User, (i.e., for the purpose of creating User Recordings and using other functions available to End Users), you may link your Producer Account to an End User profile provided that you agree to our Terms of Use and License Agreement applicable to End Users.  
  1. Rules of Conduct
  1. You agree and warrant that you will not:
  1. 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 Producer Sounds, Starmony Sounds and Third Party Rights) to the public or otherwise use the Services in any way that is not explicitly permitted under the Agreement or applicable law, or otherwise constitutes an infringement of any part of the Services;
  2. 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;
  3. remove or alter any copyright notices or similar that is included in any part of the Services;
  4. collect information about End Users or any other Starmony Producers, for example for the purpose of sending spam or junk mails or selling such information;
  5. pretend to be someone else when using the Services;
  6. access the Services for purposes of monitoring its performance or functionality, or for any other competitive purposes;
  7. publish or otherwise make available on the App anything that is 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 Agreement;
  8. use the Services in breach with any applicable laws or regulations.
  1. Termination of the Services
  1. We reserve the right to suspend or permanently terminate your Producer Account and access to the Services with immediate effect, if you violate the rules of conduct or otherwise breach your obligations or warranties under the Agreement, including but not limited to providing us with incorrect information of any kind.
  2. All provisions regarding assignment of rights, limitations of liability and indemnities will remain in full force and effect and shall survive the deletion of your Producer Account (whether such deletion is caused by you or due to the suspension of your Producer Account pursuant to clause 10.1 above).
  1. Indemnification
  1. You shall indemnify, defend and hold harmless us and our respective owners, as well as our digital distribution partners and suppliers, from any and all claims, demands, suits, liability, damages, loss, charges, fees, costs (including reasonable attorney’s fees) and other expenses resulting from or arising out of your breach of this Agreement.
  2. In the event that any third party is making a claim and asserting that a Producer Sound (or any Music including any Producer Sound) is infringing the third party’s rights, we have the right to withhold a reasonable amount of what otherwise would have been accounted to you hereunder until the dispute is finally resolved, and thereafter, where applicable, set off potential damages and other compensation to the third party against the amount which otherwise had been accounted to you.
  1. Limitations of Liability
  1. 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.
  2. 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.
  1. Disclaimer
  1. 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:
  1. the results of using the Services will meet your expectations or requirements;
  2. the Services will always be available and function without any errors or defaults;
  3. insights data and statistics provided to you via the Services (if any) are true and accurate;  
  4. the Services will be secure or free from bugs or viruses.
  1. It is your obligation to make sure that your viewing device (such as your computer, tablet or smart phone) and system meet the applicable minimum technical requirements necessary for you to access the Services.
  2. 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 End Users or Starmony Producers, or for other important operational reasons.
  1. Miscellaneous
  1. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provisions shall be affected as a result thereof, and accordingly, the remaining provisions of the Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.
  1. Governing Law and Disputes
  1. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement (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.