These Terms of Service (“TERMS”) apply to your use of the Beatchain Platform. By using the Beatchain Platform in any way, you agree to these Terms.
Please read the Terms carefully as they set out your rights and obligations and define a legally binding contract (“AGREEMENT”) under which we make the Beatchain Platform available to you. You may want to print off and keep a copy of these Terms for your records as at the date of registering.
Please also read our Privacy Policy (https://beatchain.com/privacy-policy).
If you do not agree to these Terms or the Privacy Policy, please do not use the Beatchain Platform.
The Beatchain Platform is owned and operated by Beatchain Limited whose registered office is Level 1 Brockbourne House, 77 Mount Ephraim, Tunbridge Wells, England, TN4 8BS. We are a company registered in England and Wales, with Company Number 10362947. You can contact us at ENQUIRIES@BEATCHAIN.COM.
In this Agreement we refer to Beatchain Limited as BEATCHAIN, WE, US, OUR etc. And we refer to visitors, users or registered users of the Platform as YOU, YOUR etc.
1. WHAT IS THE BEATCHAIN PLATFORM?
The Beatchain Platform is a tool for music artists to help them build a musical career and related brand on their own terms.
Using a combination of secure integrations and publicly available information, the Platform gathers and analyses data, on behalf of registered users, from multiple sources, including their social media accounts and music streaming platforms. This provides detailed insights about fan engagement and listener demographics. The Beatchain Platform also gives registered users the ability to act upon these insights, through an API interface enabling the posting of content directly back to those platforms.
In addition the Platform enables registered users to distribute and make available their own recordings through various digital music service providers. One upload to the Platform enables you to publish your recordings on multiple service providers; we manage the process and collect all revenues for you. We call these our “DISTRIBUTION SERVICES”.
We make these services available via our web and mobile apps, which together we refer to in these Terms as the BEATCHAIN PLATFORM or just PLATFORM.
Third Party Branded Instances of the Beatchain Platform may from time to time be made available by Beatchain’s authorised partners. We call these authorised branded instances ARENAS and the authorised partners are known as ARENA SPONSORS.
If you sign up to an Arena, your activities (e.g. Distribution, Social media posting and promotion and so on) will earn you ARENA POINTS.
The number of points you can earn from each type of activity are advertised in each Arena and your running points total will be displayed for you in your dashboards within the Arena software.
From time to time the Arena Sponsor may advertise valuable artist rewards, unique opportunities and other prizes known as ARENA REWARDS. Examples may include, but are not limited to winning: a free artist ad campaign, some Arena merchandise, a studio session, a collaboration with a successful artist, opening for another Arena artist at a future gig and so on.
Each Arena Reward will have a published start and end date - the overall duration of the Arena Reward may be one month or multiple months and is known as the SEASON. The Arena will display a table of points that artists have accrued through their various activities during that Season. This table is known as a LEADERBOARD.
There is no entry fee for Arena Rewards and you are automatically eligible for all active Arena Rewards once you begin to earn points during the Season, however, Beatchain will verify each of your connected social media accounts before including you on any leaderboard. Your connected pages must, in Beatchain’s opinion, be dedicated to your Artist profile, and match the Artist Name associated with your account.
lt should be noted:
Arena Rewards are awarded solely at the discretion of the Arena Sponsor. For certain Arena Rewards, the Arena Sponsor may decide that no artist has won or more than one artist has won, and/or decide to award a different reward or nothing. Arena Rewards will not automatically be awarded to you just because you are at the top of a leaderboard but it is likely that those at the top of any leaderboard will be most considered as winners.
All other Beatchain terms and conditions contained in the document also apply to all users of Arenas.
To use the full features of the Platform, you will need to have certain social media accounts such as Facebook, Instagram or Twitter. You must be the registered owner of those social media accounts, or an authorised representative of the registered owner.
If you are using Beatchain on behalf of another party or entity, you represent that you are duly authorised by that party or entity, including in relation to the authority to manage the social media accounts on the owner’s behalf.
We may modify, update or change the Platform at any time, including by adding or removing elements of the services and functionality.
USE AND REGISTRATION ON THE PLATFORM
2.1. By accessing or using the Beatchain Platform you represent and warrant that: you are 18 or older and have the legal capacity and authority to enter into this contract; are not prohibited or restricted from having a Beatchain account; and are not a competitor of Beatchain or using the Platform for purposes that are competitive with Beatchain.
2.2. If you are contracting on behalf of a company or other entity, you represent and warrant that you are authorised by that company or entity to enter into this contract and to bind the relevant company or entity.
2.3. You may need to register, create an account and / or pay a fee to access and use certain features of the Beatchain Platform. You must provide accurate, current and complete information during the registration process and keep your account and profile or information up-to-date at all times.
2.4. You are responsible for maintaining the confidentiality and security of your account and the login details. You must not disclose your account details to any third party. You must immediately notify Beatchain if you know or have any reason to suspect that your account details have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorised use of your account.
2.5. You are liable for any and all activities conducted through your account, unless such activities are not authorised by you and such unauthorised activity is caused or enabled by failures of Beatchain.
INTEGRATION WITH SOCIAL MEDIA ACCOUNTS AND OTHER THIRD PARTY DIGITAL MUSIC SERVICES
3.1. The Beatchain Platform allows you to connect to and use certain external third-party products, services, or platforms in conjunction with your use of the Platform (“THIRD PARTY SERVICES”), including certain social media networks and other integration partners.
3.2. Beatchain facilitates this through various APIs (Application Programming Interface – an automated tool connecting two platforms) made available by the Third Party Services, which are subject to standard legal terms between the Third Party Service and Beatchain.
3.3. To enable these features, you may need accounts with such Third Party Services and hereby permit Beatchain to exercise any permissions authorised by you in relation to those accounts, including enabling the Platform to access your accounts on such Third Party Services to access, read and make available to you various data and insights from the Third Party Services, and to post or upload content that you create and submit for posting or distribution to the Third Party Services.
3.4. You acknowledge that your use of any Third Party Service is governed by the terms and conditions and privacy policy of such Third Party Service, and that Beatchain does not endorse, is not liable for, and makes no representations as to the Third Party Service, its content, or the manner in which such Third Party Service uses, stores, or processes your data or content.
3.5. You will comply at all times with the terms and conditions, rules and policies of such Third Party Services.
3.6. Subject to any breach by us of these Terms or of any API terms, we are not liable for any damage or loss arising from or in connection with the integration of such Third Party Service and your reliance on the policies, privacy practices, and data security processes of such Third Party Service.
3.7. Certain features of our Platform may depend on the availability of these Third Party Services and the features and functionality they make available to us. We do not control Third Party Service features and functionality, and they may change without any notice to us. If any Third Party Service stops providing access to some or all of the features or functionality currently or historically available to us, or stops providing access to such features and functionality on reasonable terms, as determined by Beatchain in our sole discretion, we may stop providing access to certain features and functionality of our Platform.
3.8. We will not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by the Third Party Service or any resulting change to our Platforms. You irrevocably waive any claim against Beatchain with respect to such Third Party Services.
AVAILABILITY AND FITNESS FOR PURPOSE
4.1. Due to the nature of the Internet, Beatchain cannot guarantee the continuous and uninterrupted availability and accessibility of the Beatchain Platform.
4.2. Beatchain does not warrant that your use of the Platform will be uninterrupted or error-free; and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
4.3. You acknowledge that the Platform is dependent on various third party networks, platforms, services, infrastructures and API's, including the Third Party Services and as such we can give no guarantee of availability or functionality.
BEATCHAIN FEES AND PAYMENTS TERMS
5.1. Beatchain may charge fees to use certain features of the Beatchain Platform. More information about when Beatchain fees apply and how they are calculated and paid can be found on our FEES page.
5.2. Payments made through the Beatchain platform are processed by Stripe. You can read their full terms and conditions here.
CONTENT AND DATA LICENSE AND POLICY
6.1. The Beatchain Platform enables you to upload, post, publish, submit, create, store, transmit, send, retrieve, receive and or otherwise manage content and data, such as text, photos, audio, video, or other materials and information, including Recordings and related Metadata as described in clause 7 below, to, on or through the Beatchain Platform, including to and from Third Party Services (“USER CONTENT AND DATA").
6.2. By managing User Content and Data (as described above or otherwise) on or through the Beatchain Platform, you grant to Beatchain all necessary rights to facilitate the same on your behalf via the Platform. Beatchain does not claim any ownership rights in any User Content and Data and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content and Data.
6.3. You are solely responsible for all User Content and Data that you make available or manage on or through the Beatchain Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content and Data that you make available or manage on or through the Beatchain Platform or you have all rights, licenses, consents and releases that are necessary in and to such User Content and Data, as contemplated under these Terms; and (ii) neither the User Content and Data nor your upload, post, publish, submit, create, store, transmit, send, receipt and or otherwise management of the User Content and Data or Beatchain's use of the User Content and Data (or any portion thereof) will infringe, misappropriate or violate a third party's copyright, trade mark, patent, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
6.4. You will not upload, post, publish, submit, create, store, transmit, send and or otherwise manage any User Content and Data that: (i) is fraudulent, false, inaccurate, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libellous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any other publically available Beatchain or relevant Third Party Service terms or policy. Beatchain may, without prior notice, remove or disable access to any User Content and Data that Beatchain finds to be in violation of these Terms or Beatchain’s then-current policies, or otherwise may be harmful or objectionable to Beatchain.
ADDITIONAL TERMS RELATING TO OUR DISTRIBUTION SERVICES
7.1. To the extent you activate or otherwise use the Distribution Services on the Platform in order to make your audio or video recordings, and associated imagery, artwork and descriptions (“RECORDINGS”) available via various third party digital music service providers (“DSPS”) the following additional terms apply.
7.2 .Beatchain will distribute your Recordings as provided to us and then selected by you, and utilise as necessary the related metadata as supplied by you (including artists’ names, track names, label information, territories cleared for usage, ISRC and UPC codes) (“METADATA”), to those DSPs as selected by you in accordance with your instructions via the Platform.
7.3. In order to enable this, you grant Beatchain a non-exclusive license to exercise any and all rights necessary for Beatchain to manage the Recordings and Metadata, for the purposes of providing the Distribution Services to exploit the recordings via the DSP, including rights to and to authorize subcontractors and DSPs to: a) ingest, store and deliver Recordings (including Metadata) to DSPs; b) create digital master files and reproduce, convert and transcribe Recordings and perform Metadata corrections (including spelling, genre correction) where necessary; and c) store Recordings in digital forms or physical storage servers including for the purposes of creating different compressed versions using different codecs; d) supply, stream, perform, communicate to the public, make available, display, synchronise, distribute, reproduce, compile and otherwise exploit Recordings on DSPs; d) receive payments, administer and distribute payments and royalties in relation to any and all income related to the exploitation and/or performance of Recordings on DSPs
7.4. Without prejudice to and in addition to clause 6 above, you have sole responsibility for, and give a warranty / promise to Beatchain in relation to the legality, reliability, integrity, accuracy and quality of Recordings and associated Metadata.
7.5. Within seventy-five (75) days from the end of each calendar month, Beatchain will send you via email: a) a sales statement indicating the amounts of revenue received relating to the Recordings payable to you and b) an activity report (if available) detailing the exploitation and/or other usage of the Recordings.
7.6. Beatchain will allow you to withdraw from your Beatchain account relevant amounts from the date of the above report provided that we are in receipt of the relevant monies from DSPs. However, no withdrawal shall be possible while your total account balance is less than twenty-five Dollars ($25). Any outstanding amount below this threshold shall remain in your account until such sum in the aggregate is equal to a minimum of twenty-five Dollars ($25).
INTELLECTUAL PROPERTY RIGHTS IN THE BEATCHAIN PLATFORM AND DATA
8.1. The Beatchain Platform may in its entirety or in part be protected by copyright, trademark, and/or other laws. You acknowledge and agree that the Beatchain Platform, including all associated intellectual property rights, are the exclusive property of Beatchain and/or its licensors or authorising third-parties
8.2. You will only use the Beatchain Platform for your internal business purposes as permitted herein. In particular, you will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Beatchain Platform, except as expressly permitted in these Terms.
8.3. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Beatchain or its licensors, except for the licenses and rights expressly granted in these Terms.
8.4. Beatchain reserves the right to collect and use for any purposes, and retains full ownership of, all usage and/or statistical or other data, information, learnings or know how related to and/or derived from the use of the Platform or Third Party Services by all customers and users. But only in anonymised and aggregated form, and at all times not including any data or information that will identify you, or is unique to your accounts.
PROHIBITED ACTIVITIES
9.1. In connection with your use of the Beatchain Platform, you will not and will not assist or enable others to:
9.2. You agree not to engage in (or to permit, encourage, enlist, retain, or employ third parties to engage in), activities that, in Company’s sole discretion, constitute Streaming Manipulation.
“Streaming Manipulation” means any activity and/or method which involves the artificial creation, by human, software or mechanical means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Services and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of recordings in order to artificially improve chart positioning, increase market share, increase royalty, play counts and/or other payments, or for any other fraudulent or dishonest purposes.
You should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, label or music distributor, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals you may enlist, retain, or employ to promote or market your music, as you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings is a violation of these Terms of Service.
The factors used to determine whether any particular consumption or marketing activity is Streaming Manipulation will vary according to the specific circumstances of each case and the examples and descriptions of Streaming Manipulation set forth herein are not intended to be exhaustive.
Certain Consumer Stores that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you hereunder.
In the event that Company has, in its good faith discretion, reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: violating the Terms of Service; fraud; infringement of copyright, trade mark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (collectively, “Improper Conduct”), Company reserves the right to (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained, and (iii) remove any or all of your Recordings from any or all Consumer Stores. You further agree that such revenues will be forfeited by you if Company determines, in its good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.Further any accounts which are banned for improper conduct will not be liable for a refund on any remaining prepaid subscription payments up to and including a full annual subscription.
9.3. You acknowledge that Beatchain has no obligation to monitor the access to or use of the Beatchain Platform by any user or to review, disable access to, or edit any User Content and Data, but has the right to do so to (i) operate, secure and improve the Beatchain Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure user compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content and Data that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms.
TERM AND TERMINATION, SUSPENSION AND OTHER MEASURES
10.1. This Agreement continues during your use of the Platform until such time when you or Beatchain terminate the Agreement in accordance with this provision.
10.2. You may terminate your Beatchain account at any time, or upgrade / downgrade your account by following the processes set out in the account section of the Platform. Beatchain may terminate this Agreement with you for convenience at any time by giving you fourteen (14) days' notice via email to your registered email address. Except as set out in the FEES page in relation to cancellation, you will not be entitled to any refunds.
10.3. Beatchain may immediately, without notice, terminate this Agreement and/or suspend access to the Beatchain Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Beatchain believes in good faith that such action is reasonably necessary to protect the personal safety or property of Beatchain, its users, or third parties.
10.4. When this Agreement has been terminated, you are not entitled to a restoration of your account or any of your User Content and Data. If your access to or use of the Beatchain Platform has been limited or your account has been suspended or this Agreement has been terminated by us, you may not register a new account or access and use the Beatchain Platform through an account of another user.
10.5. If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
DISCLAIMERS AND LIABILITY
11.1. The Beatchain Platform is provided “as is”, without warranty of any kind, either express or implied. Your use of the Beatchain Platform is at your sole risk.
11.2. We do not recommend or endorse any Third Party Services.
11.3. You agree that we shall not be liable for any loss or damage whatsoever arising from or in any way connected with the Beatchain Platform or your use of or reliance upon any data or information you obtain by means of the Beatchain Platform.
11.4. In any event we shall not be liable for any indirect or consequential loss including, without limitation, damage for loss of revenue, profits, loss of business, contracts, earnings, reputation, data including any other consequential or pecuniary loss (even where we have been advised of the possibility of such loss or damage).
11.5. To the extent Beatchain is found liable for any loss or damage, this will at all times be limited to an amount equal to the value of Fees that you have paid in the previous 12 months.
11.6. These limitations and exclusions do not extend to death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation, and only apply to the extent permitted by law. All such disclaimers and other limitations of liability are without prejudice to any statutory rights you may have.
INDEMNIFICATION
If you breach these terms we may suffer loss. You agree to indemnify us against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of (i) any non-compliance by you with these Terms; (ii) your improper use of the Beatchain Platform; and / or (iii) your interaction with any Third Party Service, including without limitation any losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, or use.
GENERAL PROVISIONS
Changes
Beatchain reserves the right to modify these Terms at any time. If we make changes to these Terms, we will post the revised Terms on the Beatchain Platform and provide registered users with notice of the modifications by email. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement your continued access to or use of the Beatchain Platform will constitute acceptance of the revised Terms.
Third Party Links
The Beatchain Platform may contain links to third-party websites or resources. Beatchain does not endorse and is not responsible or liable for the availability or accuracy of such third-party services, or the content, products, or services available from such third-party services.
No Partnership or agency etc
No joint venture, partnership, employment, or agency relationship exists between you and Beatchain as a result of this Agreement or your use of the Beatchain Platform.Third party rightsThese Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
No Assignment
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Beatchain's prior written consent. Beatchain may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion.
Entire agreement
These terms and conditions (as amended from time to time) together with any document expressly referred to in them comprise the entire agreement between you and us.
Severability
Each provision of these terms and conditions shall be construed separately, applying and surviving even if for any reason one or other provisions is held to be inapplicable or unenforceable in any circumstances.
No waiver
No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
English Law
These terms and conditions shall be governed by English law and you submit to the exclusive jurisdiction of the English Courts.If you have any questions about these Terms please email us at enquiries@beatchain.com.
Last Updated: 30th August 2023
