RiffShare Terms and Conditions as of 11 April 2024

This Distribution Agreement and Terms of Service (this “Agreement ”) is a binding legal agreement between you and Manicgrin Media Ltd, a limited company (“RiffShare”, “our” or “us”) regarding your use of our RiffShare service to share your musical recordings with other musicians. If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to us that you are duly authorised to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that RiffShare is fully entitled to rely on that fact (in which case, the term “you ” includes all such people and entities) in our performance under this Agreement.

By clicking to agree to this Agreement, you are accepting the terms and conditions below, so please read and understand them completely before doing so. This Agreement will automatically become effective on the date you click to agree to this Agreement (the “Effective Date ”).

RiffShare doesn't take any copyright or other interest in any of your music, only a limited license to distribute. Please understand that you must own or otherwise have the legal right to reproduce and distribute 100% of the recordings that you intend to upload and distribute via the RiffShare service, including the right to make and distribute digital downloads embodying the musical compositions therein, and electronic transmissions of such musical compositions (including, without limitation, via streaming services), as necessary.

1. The RiffShare service and your recordings

a. The RiffShare service enables you to upload to our servers digital files containing audio-only musical sound recordings for sharing with other musicians and producers, who may use your recordings in their own compositions, and make those available to their customers and end users (“Customers”). Such musical compositions are sometimes referred to herein collectively as “Compositions”).

b. Recordings must be musical sound recordings in .wav, .mp3, .m4a and FLAC formats.

c. RiffShare reserves the right to convert audio files of the Recordings as necessary.

d. When uploading each Recording, you must provide us with all accompanying data that we require. For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of “Recordings.” We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.

e. We will automatically generate unique identifying codes for each Recording.

f. Once you have uploaded a Recording to our Site (defined below) for sharing, you can delete it at any time during the Term up to the point that someone downloads it. After that, you may remove it from public sharing, but a copy must remain on our servers for archiving and legal purposes.

2. Your account

a. When you register for our Service you will establish a username and password that will provide access to an online user dashboard for your account on our website, currently www.riffshare.net (our “Site”). Please keep your username and password safe and secure, as you will be solely responsible for any Recordings and other content uploaded and for all financial transactions and other activity conducted through your account. We will not be responsible for any activity transacted via or through your account.

b. The user name you choose will last for the duration of the term of your Agreement with us, and can't be changed.

3. Term

a. The term of this Agreement (the “Term”) will begin on the Effective Date and will continue until you choose to delete your account.

b. RiffShare may terminate the Term for any reason, including but not limited to if we reasonably believe that you or any of your Recordings or other content have violated this Agreement, that you or your Recordings infringe the intellectual property or other rights of any person or entity, or that you are otherwise abusing our Service or engaging in fraudulent or illegal activity. At our sole option, we may elect to renew the Term. We may also terminate the Term if our Service is discontinued for any reason.

c. If you choose to delete your account, members who downloaded or otherwise accessed your Recordings will be able to retain and continue using to your Recordings even after the Term of this Agreement is over.

5. Grant of rights

a. In order for us to provide the Service and to distribute your Recordings we need to confirm that you grant us the non-exclusive right to:

i. reproduce your Recordings to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now or hereafter known.

ii. create, reproduce, publicly perform and make available, create and publicly perform and make available, free preview clips of your Recordings via streaming format on the RiffShare Site;

iii. authorise users on the RiffShare Site to use your recordings in their own compositions, ensuring proper attribution to you as a co-creator of the composition, and to share these works without limitation, on streaming platforms such as (but not limited to) Spotify and Apple Music, and user generated content (UCG) sites such as (but not limited to) YouTube, Facebook and Instagram (collectively, the “UGC Services”). Without limiting the foregoing, you agree that RiffShare shall have the right to grant UGC Services the following related rights: (1) to synchronise and authorise others to synchronise your Recordings (which again, solely for clarification, includes the Compositions), with visual images and/or combine excerpts of your Recordings with any series of still or moving images, either pre-capture, post-capture or as a live stream; (2) to use and include your Recordings and/or remixes of your Recordings in “Mix Content” which shall mean the combination of two (2) or more whole or partial audio-only tracks which may be harmonically, rhythmically or otherwise mixed, remixed, edited or mashed up; (3) to store, host, reformat, make on-demand streams of, make conditional (“limited” or “tethered”) downloads of, and display your Recordings as have been embodied in user videos, “art tracks,” audio-only tracks (including remixes), label videos and Mix Content, and to make your Recordings available on and through the UGC Services, including without limitation, in embedded YouTube video players; (4) to reproduce, distribute, and prepare derivative works (including synchronisation rights and remix rights) based upon your Recordings, to the extent necessary for the purpose of engaging in any of the foregoing activities, to collect all income from the foregoing activities, and to create reference files and fingerprints of the Recordings, and to store and use such files; (5) grant the UGC Services all necessary rights to (and to pass through such rights to users as applicable) include the Recordings, in Google’s so-called “AudioSwap Library” (or any successor product thereto which is owned or controlled by Google) and similar “libraries” of the UGC Services, which consist of master recordings any of which users may add to their user videos and/or Mix Content, as applicable; and (6) display album artwork in association with videos and audio-only tracks created in connection with the UGC Services. The UGC Services will also have the rights to (and to pass through such rights to labels and users as applicable): (AA) create so-called “art tracks” using your Recordings; (BB) create reference files and fingerprints of your Recordings; and (CC) use your Recordings in Facebook properties that include musical emojis/stickers, video re-mix, send-a-lyric, virtual reality experiences, singalong with lyrics. “UGC Services” shall include all mirror and derivative sites, including mobile, all replacements or successor versions thereof, and all international versions thereof, and any features thereof made available to paying or non-paying users through application programming interfaces (or “apps,” as such term is commonly understood in the technology industry), and any other product, device or service (including mobile devices), including embeds and playback pages, capable of accessing the videos and audio-only tracks made available on or through the UGC Services websites, even if accessed through a means other than such websites.

iv. display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you (“Materials”), on RiffShare Sites, and in any marketing, advertising or promotional materials for our Service.

b. You also grant to us the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, as may be amended from time to time during the Term. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.

c. Additionally, and in no way limiting any rights granted by you herein above, you hereby grant to RiffShare a direct license to publicly perform your Recordings (which, solely for purposes of clarity, include the Compositions) on the RiffShare Sites. In the event you are affiliated with a performing rights society, performing rights organisation or other collection society (“PRO”) to which you have granted the non-exclusive right to administer the public performance rights in and to your Recordings and/or Compositions, you agree to notify each such PRO, in accordance with the requirements of your applicable PRO membership agreement(s), of your agreement to grant the direct public performance license pursuant to this paragraph and as otherwise provided in this Agreement.

6. Your responsibilities

a. You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses in order to distribute, reproduce, display, publicly perform, synchronise with audiovisual works or otherwise exploit the Riffs and Compositions, throughout the Territory for all Recordings and other Materials in order to enable RiffShare to fully exploit all their rights hereunder free of any claims, liens, encumbrances or other restrictions. Your uploading of Recordings and delivery of any other Materials shall be your unqualified warranty and representation to us that you have obtained any and all such rights required and necessary for RiffShare to sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Agreement, including the waiver of all so-called “moral rights”, under the laws of any jurisdiction, on your behalf as well as on behalf of any and all contributors involved in any manner with the creation and delivery of your Recordings.

b. Without limiting anything in this Agreement, you are solely responsible for and shall timely pay (i) any and all royalties, including without limitation all mechanical royalties and synchronisation fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of your Recordings and Materials, (ii) any and all royalties, including without limitation all mechanical royalties and synchronisation fees, that may be payable by you to the owners or administrators of copyrighted recordings (e.g., samples or riffs) and/or musical compositions embodied in your Recordings, (iii) all payments that may be required under union, guild or other collective bargaining agreements applicable to you or third parties, and (iv) any other royalties (including without limitation mechanical royalties), fees and/or sums payable with respect to the Recordings or Materials, including, without limitation, any royalties that may be required to be paid, pursuant to the applicable laws of any jurisdiction, as a result of authorised exploitations by RiffShare (including, for purposes of clarity, the Compositions) for so-called performer’s rights, equitable remuneration rights or neighbouring rights, however characterised under local law. If any portion of your Recordings are now or in the future administered in any territory(ies) by any PRO, you are obligated to notify such third party PRO(s) of this Agreement. You understand and acknowledge that RiffShare will not be making any such payments on your behalf or otherwise.

WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDINGS TO OUR SERVICE.

7. Representations and warranties; indemnification

a. You represent and warrant to RiffShare that: (i) you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by RiffShare, and our respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; (ii) you have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical, synchronisation and any other licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement; (iii) your Recordings and Materials, including, without limitation, all visual content embodied in your audio-visual Recordings, do not and will not, and the authorised use thereof by RiffShare shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; (iv) the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; (v) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full exploitation of all rights and licenses granted hereunder; (vi) all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary during the Term; (vii) you will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; (ix) any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; (x) there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; (xi) you covenant and agree not make any claim or bring any legal action related to this Agreement, against any UGC Service so long as such entities are not in violation of the rights you have granted to RiffShare hereunder; and (xii) you have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them.

b. You shall indemnify and hold harmless, and upon our request, defend, RiffShare and our affiliates, sublicensees, successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents and representatives of the foregoing, from and against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) resulting from: (i) a breach or alleged breach of any of your warranties, representations, covenants or obligations under this Agreement; (ii) any claim that the Recordings, Materials, data or information provided or authorised by you or on your behalf hereunder or the use thereof by RiffShare violates or infringes the rights of another party; or (iii) any other act or omission by you or any of your licensors, agents or representatives. You will promptly reimburse RiffShare and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such claim and shall control the defence thereof, though you may participate in such defence at your own expense. You may not settle any claim for which we may be liable without our prior written consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to indemnification, then RiffShare, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you an amount reasonably related thereto until the claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim. RiffShare reserves the right to charge you (or deduct from monies payable to you) for any legal fees incurred by RiffShare as a result of your violation of this Agreement.

8. No warranties; limitation of liability

a. The site and service are offered and provided to you as-is. RiffShare makes no guarantees, representations or warranties, express or implied, statutory or otherwise, including without limitation as to the amount of income that may be earned by or payable to you hereunder, or as to the condition, quality, continuity of operation, performance, merchantability or fitness for a particular purpose of our site or service. We do not guarantee that access to or use of the site or service will be continuous, uninterrupted, error-free or secure. Any and all warranties are expressly disclaimed and excluded.

b. To the maximum extent permitted by law, neither RiffShare nor any of its affiliates, employees, owners, employees, representatives or agents will be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including without limitation loss of profits, lost sales, loss of data or loss of goodwill, for any acts or omissions of digital stores or their customers, id services, or for your use of or access to the site or service, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not we have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

9. Miscellaneous

a. This Agreement, together with the Privacy Policy applicable to our Site generally, contains the parties' entire understanding and supersedes any prior or contemporaneous correspondence, agreements or understandings regarding the subject matter herein. We may amend the terms of this Agreement from time to time, in which case we will notify you by changing the date at the top of this Agreement (so please be sure to check back often) and/or via e-mail or by notice to your dashboard on the Site. You must terminate your account if you do not agree to the revised Agreement; your continued use of the Site or Service will be deemed your acceptance.

b. A party's waiver of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited solely as necessary or replaced by an enforceable provision that most closely meets the commercial intent of the parties.

c. RiffShare will not be liable for a curable breach of this Agreement unless you provide us with written notice specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.

d. We may direct all notices and communications to you via the email address associated with your account and/or via your dashboard on the Site. All notices to RiffShare shall be sent to us at legal@riffshare.com.

e. You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent, and any purported attempt otherwise will be null and void ab initio. We may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement and/or any or all of our rights and obligations in order to operate the Service and Site. This Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.

f. We reserve the right to modify, discontinue or terminate the Service at any time and without prior notice. We are under no obligation to provide the Service continuously, or at all.

g. The relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative.

h. This Agreement shall be construed and enforced exclusively in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in a court of competent jurisdiction located in England, and the parties irrevocably consent to the in personal jurisdiction and venue of said courts. You agree that service of process by us to you by one of the methods designated above for the giving of notices will be deemed effective as personal service within England, and hereby consent to service of process by such methods.