Terms of Service


UPDATED: 21/10/2023

 

WHAT PARTS OF THESE TERMS APPLY TO ME?

This agreement governs your use of the Trackstack Platform (Platform) and any other services made available at https://www.trackstack.app/ (Website) and its mobile application (App) (Website and App collectively referred to as the Platform). By using the Platform, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, Trackstack Music Limited, company number 13284579 (Trackstack, we or us).

 

The remainder of this agreement is divided into three parts:

  • Part A (All Users), which sets out terms that apply to all Users;
  • Part B (Receivers), which sets out additional terms that apply to Receivers, being DJs or Labels who receive demos from Artists to review; and
  • Part C (Artists), which sets out additional terms that apply to Artists, being an artist who can upload demos via the Platform.

If you intend to use the Platform as a Receiver, only Parts A and B of these terms will apply to you.

If you intend to use the Platform as an Artist, only Parts A and C of these terms will apply to you.

In this agreement, the following terms have the following meanings:

“Content” means audio, text, photos, pictures, graphics, comments, and other content, data or information uploaded by a User to the Platform.

“Decline” or “Declined” means the act of a Receiver declining a Track.

“Shortlist” or “Shortlisted” means the act of a Receiver shortlisting a Track.

“Stack” means folders created by a Receiver in the Platform to store and manage Tracks.

“Track” means a music track uploaded by the Artist to the Platform and sent to a Receiver.

 

If you access or download our mobile application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement and any Usage Rules set forth in the App Store Terms of Service [Optional (if Android mobile app): or the Android, Google Inc. Terms and Conditions including the License Agreement and Terms of Application.

 

A. ALL USERS:

  1. HOW IT WORKS
    1. (Artist uploads Track) An Artist can upload Tracks to the Platform. Once uploaded, an Artist can send a Track to a Receiver for review.
    2. (Receiver reviews Track) Once a Track is sent to a Receiver, a Receiver may review the Track. Once reviewed, a Receiver can then let the Artist know via the Platform that a Track is:
      1. Shortlisted; or
      2. Declined.
    3. (Timeframe to review Tracks) A Receiver must Shortlist or Decline a Track within 60 days of receipt, after which time the Track will automatically be Declined.
    4. (When a Track is Shortlisted) If a Track is Shortlisted, the Artist will receive an automated message from the Receiver through the Platform, confirming which Stack the Track has been moved to.
    5. (When a Track is Declined) If a Track is Declined, the Artist will receive an automated message through the Platform confirming that the Track has been Declined. Once a Track has been Declined, such Track will be deleted from Trackstack’s servers after 30 days.
    6. (Communication inside Platform) Initial communication should be made via the functionality of the Platform.
    7. (Communication outside Platform) Once a Track has been shortlisted, if a Receiver wishes to communicate or negotiate further with an Artist, such communication can be made outside of the Platform.
    8. (Introduction service) Trackstack is a hosting service and medium that facilitates the introduction of Artists and Receivers through the use of the demo management tool and Platform. Trackstack does not have any obligations or liabilities to, and is not a party to any contract between, Artists and Receivers in relation to an Artists signing up with a Receiver’s label (including negotiations regarding same) or otherwise resulting from the introduction.
  1. ELIGIBILITY
    1. (Over 18s only) This Platform is intended for persons over the age of 18 years old. By using the Platform, you represent and warrant that you are over the age of 18 years.
    2. Please do not access the Platform if you are under the age of 18 years old or if you have previously been suspended or prohibited from using the Platform.
    3. If you use the Platform on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “User” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Services on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
  1. USER OBLIGATIONS As a User, you agree:
    1. not to copy, rip or capture, or attempt to copy, rip or capture, any audio Content from the Platform or any part of the Platform, other than by means of download or store for offline listening;
    2. not to adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Platform at any and all times, except where such Content is your Artist Content at any and all times during your use of the applicable Content.
    3. not to employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content;
    4. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
    5. to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Trackstack of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;
    6. to not use the Platform for any purpose other than for the purpose of uploading and reviewing Tracks, including by not using the Platform:
      1. in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and
      2. in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Trackstack;
    7. not to act in any way that may harm the reputation of Trackstack or associated or interested parties or do anything at all contrary to the interests of Trackstack or the Platform;
    8. not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Trackstack;
    9. that Trackstack may change any features of the Platform or Services offered through the Platform at any time without notice to you;
    10. that information given to you through the Platform, by Trackstack or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
    11. that Trackstack may cancel your Account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.
  1. SERVICE LIMITATIONS
    1. The Platform is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Trackstack cannot and does not represent, warrant or guarantee that:

    2. the Platform will be free from errors or defects;
    3. the Platform will be accessible at all times;
    4. messages sent through the Platform will be delivered promptly, or delivered at all;
    5. information you receive or supply through the Platform will be secure or confidential; or
    6. any information provided through the Platform is accurate or true.
    7.  
  1. POSTED MATERIALS
    1. WARRANTIES
      1. By providing or posting any information, materials or other content on the Platform (Posted Material), you represent and warrant that:

      2. you are authorised to provide the Posted Material;
      3. the Posted Material is accurate and true at the time it is provided;
      4. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
      5. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
      6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
      7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and
      8. the Posted Material does not breach or infringe any applicable laws.
    2. LICENCE
      1. Trackstack does not claim any ownership of the Contents you store or share through our Services. You are fully and solely responsible for any such Content. Any liability for damages relating to the Content lies with the user that uses, stores and/or shares it.
      2. By using our Services you guarantee that you have, for any Content you use, store or share using our Services, all required permissions, including from copyright and other intellectual property rights holders, to distribute, transfer, store and/or make available online as part of our Services. You grant Trackstack the right to store and distribute the Content in relation to the performance of the Services to you.
      3. Trackstack is not liable to you or any third party for any damages arising out of or in relation to the Content used, stored or shared by you and the use, reuse, or adaptation of background wallpapers chosen independently by you, including but not limited to, copyright protected works and/or trademarks.
      4. You grant to Trackstack a perpetual, worldwide and royalty-free licence to use any Intellectual Property Rights in any Posted Material in order for the sole purpose of Trackstack enabling, operating and improving the Services.
      5. You forever release Trackstack from any and all claims that you could assert against Trackstack by virtue of any such moral rights.
      6. You indemnify Trackstack against all damages, losses, costs and expenses incurred by Trackstack arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
    3. REMOVAL
      1. Trackstack acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Trackstack may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.
      2. You agree that you are responsible for keeping and maintaining records of Posted Material.
  1. INTELLECTUAL PROPERTY
    1. Trackstack retains ownership of or provides you with a sublicense to (as the case may be) all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
    2. You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and adapting it for the purpose of browsing the Platform and using our Services. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from Trackstack or as permitted by law.
    3. In this clause 9, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
  1. THIRD PARTY CONTENT
    1. The Platform may contain text, images, data and other content provided by a third party and displayed on the Platform (Third Party Content). Trackstack accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

  1. THIRD PARTY TERMS
    1. Parts of the Platform may be powered by goods or services provided by third parties (including third party platforms or third party payment services) and therefore subject to the terms and conditions of those third parties. For example, the Community (as defined in clause 7 of Part C) may be operated on third party platform Circle (you can view their terms and conditions here). Your use of the Platform and associated services is subject to any applicable third party terms and conditions and you agree to familiarize yourself with all applicable third party terms and conditions.
    2. To the maximum extent permitted under applicable law and our agreements with any applicable third parties, we will not be liable for any acts or omissions of those third parties, including in relation to any fault, errors or issues experienced through the Platform or Community.
  1. DISPUTES BETWEEN USERS
    1. You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.
    2. If any issue or problem relating to the Platform remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to Trackstack via support@trackstack.app. We will assess the complaint and attempt to quickly and satisfactorily resolve it.
    3. Any costs you incur in relation to a complaint or dispute will be your responsibility.
    4. Trackstack has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
    5. Trackstack reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.
    6. If you have a dispute with Trackstack, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
    7. Notwithstanding any other provision of this clause 8, you or Trackstack may at any time cancel your Account or discontinue your use of the Platform.
  1. SECURITY
    1. Trackstack does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the Platform. You should take your own precautions to ensure that the process you employ to access the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference.

  1. LIABILITY FOR CONTENT
    1. You acknowledge and agree that Trackstack:
      1. stores content and other information at the direction, request and with the authorization of its Users;
      2. acts merely as a passive conduit and/or host for the uploading, storage and distribution of such content; and
      3. plays no active role and gives no assistance in the presentation or use of the content. Artists are solely responsible for all of Artist Content that Artists upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Trackstack excludes all liability with respect to all content (including Artist Content) and the activities of its Users with respect thereto.
    2. You acknowledge and agree that Trackstack cannot and does not review the content created or uploaded by its Users, and neither Trackstack nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and may, but does not undertake or assume any duty to, monitor the Platform for content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of this agreement or applicable law.
    3. Trackstack and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any content uploaded to the Platform by Users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of abusive, defamatory, pornographic, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Trackstack or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.
  1. DISCLAIMER
    1. LIMITATION OF LIABILITY
      1. Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.
      2. (Limitation of liability) To the maximum extent permitted by applicable law, Trackstack excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to:
        1. the Platform, including your inability to access the Platform or any parts thereof, or to access any Artist Content or Content via the Platform;
        2. any action taken against you by third party rightsholders with respect to any alleged infringement of such third party’s rights relating to Artist Content or your use of the Platform, or any action taken as part of an investigation by Trackstack or any relevant law enforcement authority regarding your use of the Platform;
        3. any misconduct by other Users or third parties using the Platform, especially in breach of this agreement;
        4. any changes that Trackstack may make to the Platform or any part thereof, or an temporary or permanent suspension or cessation of access to the Platform or any Content or Artist Content;
        5. any errors or omissions in the Platform’s technical operation, or from any inaccuracy or defect in any Content or Artist Content or any information relating to Content or Artist Content.
    2. DISCLAIMER
      1. All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded.

    3. CONSEQUENTIAL LOSS
      1. To the maximum extent permitted by law, under no circumstances will Trackstack be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, this agreement or their subject matter (except to the extent this liability cannot be excluded under applicable law).

    4. UNFAIR CONTRACT TERMS
      1. To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

  1. INDEMNIFICATION
    1. You agree to indemnify Trackstack, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable legal fees, resulting from:

      any activity related to your Account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Trackstack.

  1. CONFIDENTIALITY, DATA & PRIVACY
    1. DATA PROTECTION
      1. Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.
      2. During and after the delivery of the Services, you agree that Trackstack will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
        1. Trackstack providing Services to you;
        2. Trackstack and/or our independent contractors and third party suppliers may use your contact details to send marketing materials or other publications.;
        3. Trackstack may process and transfer personal data as necessary to effect a re-organisation of its business; and
        4. Trackstack may share personal data with other legal or professional advisers used by us to provide you with legal or professional services.
      3. During and after the delivery of Services, there may be limited occasions where Trackstack may process on your behalf as a processor any personal data you have provided to Trackstack. Trackstack will advise you in writing where Trackstack believes Trackstack may act as a processor and any such processing shall be in accordance with, and subject to, you’s instructions.
      4. Before performing the processing, Trackstack shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Trackstack will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by you to Trackstack against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Trackstack subcontract any processing (for example, in the case of external storage of data).
      5. Your instructions are taken to include the use by Trackstack, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
      6. By accepting this agreement you give positive consent for Trackstack to obtain, store and process information about you as described in the preceding paragraphs. You agree that where necessary you will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Trackstack with personal data. It is also a term of this agreement that any personal data supplied by Trackstack to you about employees/independent contractors of Trackstack and/or any third parties may only be used for the express purposes for which that information is provided to you.
      7. Each party shall comply with the terms of the Data Protection Legislation.
    2. THIRD PARTY DATA
      1. You warrant, in relation to the personal information and all other data that it provides to Trackstack in connection with this agreement (Third Party Data), that:
        1. you have all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
        2. you are not breaching any Law by providing Trackstack with Third Party Data;
        3. Trackstack will not breach any Law by performing the Services in relation to any Third Party Data;
        4. there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, you has notified Trackstack of this, and Trackstack has agreed to perform the Services in respect of that data (being under no obligation to do so); and
        5. Trackstack will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.
      2. You agree at all times to indemnify and hold harmless Trackstack and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 13.2(a).
    3. CONFIDENTIAL INFORMATION
      1. The parties will not, during, or at any time after, the Term, disclose Confidential Information directly or indirectly to any third party, except:

      2. with the other party’s prior written consent;
      3. as required by Law; or
      4. to their Personnel on a need to know basis for the purposes of performing its obligations under this Agreement (Additional Disclosees).
    4. BREACH
      1. If either party becomes aware of a suspected or actual breach of clause 13.3 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 13.3.

    5. PERMITTED USE
      1. A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this Agreement.

    6. RETURN
      1. On termination or expiration of this Agreement, each party agrees to immediately return to the other party, or (if requested by the other party) destroy, any documents or other Material in its possession or control containing Confidential Information of the other party.

    7. ADDITIONAL DISCLOSEES
      1. Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 1. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.

       
  1. NOTICE REGARDING APPLE
    1. If you are accessing the Services from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:

    2. this agreement is are between you and Trackstack and not with Apple. Apple is not responsible for the Services or any content available on the Services;
    3. Apple has no obligation whatsoever to furnish any maintenance and support services for the Services;
    4. in the event of any failure of Trackstack to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Services. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be Trackstack’s responsibility;
    5. Apple is not responsible for addressing any claims by you or any third party relating to the Services, including, but not limited to:
      1. product liability claims;
      2. any claim that the Services fails to conform to any applicable legal or regulatory requirement; and
      3. claims arising under consumer protection, privacy, or similar legislation;
    6. in the event of any third party claim that the Services or your use of the Services infringes any third party’s intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;
    7. that you represent and warrant that:
      1. you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting’” country; and
      2. you are not listed on any U.S. Government list of prohibited or restricted parties;
    8. you must comply with applicable third party terms of this agreement when using the Services; and
    9. Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary.
  1. TERMINATION
    1. Trackstack reserves the right to terminate a User’s access to any or all of the Platform (including any Stacks or Accounts) at any time without notice, for any reason.
    2. In the event that a User’s Account is terminated:
      1. the User’s access to all posting tools on the Platform will be revoked; and
      2. the User will be unable to view the details of all other Users (including contact details, geographic details and any other personal details), and all Tracks and/or Stacks previously posted by the respective User will also be removed from the Platform.
    3. Users may terminate their Account, and any other membership they hold in connection with the Platform, at any time by using the Platform’s functionality, where such functionality is available. Where such functionality is not available, Trackstack will effect such termination within a reasonable time after receiving written notice from the User.
    4. Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the Platform, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.
  1. RECORD / AUDIT
    1. To the extent permitted by law, Trackstack reserves the right to keep all records of any and all transactions and communications made through this Platform between you and other Users (including conversations, user posts, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Trackstack.

       
  1. NOTICES
    1. A notice or other communication to a party under this agreement must be:
      1. in writing and in English; and
      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      1. 24 hours after the email was sent; or
      2. when replied to by the other party,

      whichever is earlier.

       
  1. GENERAL
    1. GOVERNING LAW AND JURISDICTION
      1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

    2. THIRD PARTY RIGHTS
      1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

    3. WAIVER
      1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    4. SEVERANCE
      1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

    5. JOINT AND SEVERAL LIABILITY
      1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

    6. ASSIGNMENT
      1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

    7. COSTS
      1. Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

    8. ENTIRE AGREEMENT
      1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

    9. INTERPRETATION
      1. (singular and plural) words in the singular includes the plural (and vice versa);
      2. (gender) words indicating a gender includes the corresponding words of any other gender;
      3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
      4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
      5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
      6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
      7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
      8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
      9. (includes) the word “includes” and similar words in any form is not a word of limitation; and
      10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
      11.  

      B. RECEIVERS:

       
    10. ACCOUNTS
      1. In order to use most of the functionality of the Platform, all Receivers are required to sign-up, register and receive an account through the Platform (an Account).
      2. As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your email address, first and last name, company name and details, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, profile picture and other information as determined by Trackstack from time to time.
      3. You warrant that any information you give to Trackstack in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
      4. You may register for an Account using your Facebook or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.
      5. Once you complete the Account registration process, Trackstack may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
      6. Trackstack reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
      7. Trackstack may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
    11. ENGAGING WITH ARTISTS
      1. You acknowledge and agree that:
        1. the Platform is an introductory service intended to connect you with Artists;
        2. Trackstack does not guarantee the quality, credibility or legitimacy of any Artists; and
        3. there is no guarantee of any outcome of signing an Artist through your use of the Platform.
      2. You must make your own independent enquiries and assessments before engaging with an Artist. Once you decide to sign an Artist introduced via the Platform, it is your responsibility to negotiate, decide and execute any terms and conditions with that Artist, and such terms and conditions do not involve Trackstack in anyway.
    12. SUBSCRIPTION TIERS AND FEES
      1. We offer a free and paid subscription tier as set out on our Platform (each a Subscription Tier).
      2. The free Subscription Tier will allow you limited access to some features of the Platform.
      3. In order for you to access additional features, you must subscribe to a paid Subscription Tier as communicated on the Platform, and pay a subscription fee for each subscription period as set out on the Platform or as otherwise agreed with Trackstack in writing (respectively, the “Subscription Fee” and the “Subscription Period”).
      4. All Subscription Fees:
        1. must be paid in advance; and
        2. are non-refundable for change of mind.
      5. Unless otherwise agreed in writing, the Subscription Fees are due and payable on a monthly or annual basis depending on the billing cycle selected by you at the time of signing up to a paid Subscription Tier on the Platform (Billing Cycle) Your Billing Cycle starts on the date that you subscribe to a paid Subscription Tier.
      6. (Automatic Renewal) If you choose to automatically renew your subscription, you will be charged the Subscription Fee in advance of each Subscription Period. If you want to cancel your subscription, you must notify Trackstack in writing or by using the functionality on the Platform before the next Subscription Period commences. If you do not notify us of your intention to cancel your subscription before your next Subscription Period, then your subscription will be automatically renewed for that Subscription Period, and you must pay the respective Subscription Fee.
      7. (Payment) We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect payments on the Platform for our Services. The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner. You agree to release Trackstack and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.You acknowledge and agree that Trackstack uses an Online Payment Provider to process your Subscription Fees.
      8. (Change of Subscription Fees) Trackstack reserves the right to change or waive the Subscription Fee at any time by updating this agreement, on written notice to you. We will provide you with reasonable written notice (at least 14 days) if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Platform after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.
    13. UPGRADES AND DOWNGRADES
      1. UPGRADES
        1. You may notify us that you would like to upgrade your Subscription Tier at any time. If you do, we will:
          1. take reasonable steps to promptly provide you with access to the new Subscription Tier;
          2. upon providing such access, charge you the new Subscription Fees at a pro-rata amount for the remainder of the then current Billing Cycle. For the avoidance of doubt, this is calculated based on the number of days or months remaining in the then current Billing Cycle (as relevant); and
          3. charge you the new Subscription Fees for your new Subscription Tier in advance at the start of your next Billing Cycle.
        2. For the avoidance of doubt, if you choose to upgrade your Subscription Tier during your Billing Cycle, your Billing Cycle will not recommence but rather, will continue in accordance with your existing Billing Cycle.
      2. DOWNGRADES
        1. If you wish to downgrade your Subscription to a lower Subscription Tier, you may notify us (using the functionality provided in the Platform) any time before the end of your Billing Cycle. If you provide us with notification in accordance with this clause:
          1. the new Subscription Fees will take effect at the end of your then current Billing Cycle and no pro-rata refunds will be provided;
          2. you will be charged your new Subscription Fees at the start of your next Billing Cycle;
        2. If you choose to downgrade your subscription, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, including your data in relation to a downgrade in your subscription.
      3. MONEY BACK GUARANTEE
        1. Trackstack offers a 30 day money back guarantee for the first time you upgrade your Subscription Tier from a free subscription to a paid subscription (30 Day Money Back Guarantee).
        2. If you are not satisfied with the paid Subscription Tier within the 30 day period, please contact us via support@trackstack.app, and we will provide you with a full refund.
        3. For the avoidance of doubt, if you upgrade your Subscription Tier at 8.00am on 1 October, can contact us anytime before 8.00am on 31 October to claim a full refund.
        4.  

      C. ARTISTS:

    14. ACCOUNTS
      1. In order to use some of the functionality of the Platform, Artists may be required to sign-up, register and receive an account through the Platform (an Account).
      2. As part of the Account registration process and as part of your continued use of the Platform, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, profile picture and other information as determined by Trackstack from time to time.
      3. You warrant that any information you give to Trackstack in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
      4. You may register for an Account using your Facebook or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.
      5. Once you complete the Account registration process, Trackstack may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.
      6. Trackstack reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
      7. Trackstack may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.
    15. ENGAGING WITH RECEIVERS
      1. By using the Platform, you acknowledge and agree that:

      2. the Platform provides links and introductions to Receivers owned and operated by third parties that are not under the control of Trackstack;
      3. Trackstack does not guarantee any outcome that you will be signed by Receivers through your use of the Platform;
      4. the provision by Trackstack of an Account for Receivers does not imply any endorsement or recommendation by Trackstack of any Receiver;
      5. Trackstack has no obligation to verify the identity or legitimacy of Receivers for your requirements and you should make your own inquiries as to the identities and legitimacy of Receivers before engaging in contracts with those Receivers;
      6. If you are signed by a Receiver introduced via the Platform, it is your responsibility to negotiate, decide and execute any terms and conditions with that Receiver, and such terms and conditions do not involve Trackstack in anyway.
    16. ARTIST CONTENT
      1. Any Track and any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (Artist Content) is generated, owned and controlled solely by you, and not by Trackstack.
      2. Trackstack does not claim any ownership rights in Artist Content, and you hereby expressly acknowledge and agree that Artist Content remains your sole responsibility.
      3. You acknowledge and agree that the Platform allows Receivers to download Tracks for listening offline.
      4. Without prejudice to the conditions set forth in clause 3 of Part A you must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights.
      5. Any unauthorized use of copyright protected material within Artist Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited.
      6. Any such infringements may result in termination of your access to the Platform in accordance with clause 15 of Part A, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.
    17. GRANT OF LICENSE
      1. By uploading or posting Artist Content to the Platform, you initiate an automated process to transcode any audio Content and direct Trackstack to store Artist Content on our servers, from where you may control and authorize the use, ways of reproduction, transmission, distribution, public display, public performance, making available (including whether Users will be permitted to listen to Artist Content offline) and other communication to the public of Artist Content on the Platform and elsewhere using the Services.
      2. To the extent it is necessary in order for Trackstack to provide you with any of the aforementioned hosting services, to provide the Services and/or to enable your use of the Platform, you hereby grant such licenses to Trackstack on a limited, worldwide, non-exclusive, royalty-free and fully paid basis.
      3. By uploading Artist Content to the Platform, you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, license to other Users of the Platform, to use, copy, listen to offline, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, Artist Content utilizing the features of the Platform from time to time.
      4. Notwithstanding the foregoing, nothing in this agreement grants any rights to any other User of the Platform with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of Artist Content (for example, your profile picture) (Marks), other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of reposting sounds with which you have associated those Marks.
      5. The licenses granted in this section are granted separately with respect to each item of Artist Content that you upload to the Platform. Licenses with respect to audio Content, and any images or text within your Account or uploaded to the Platform, will (subject to the following paragraph of this agreement) terminate automatically when you remove such Content from the Platform/and or your Account. Licenses with respect to comments, messages sent through the Platform or other contributions that you make on the Platform will be perpetual and irrevocable, and will continue notwithstanding any termination of your Account or access to the Platform.
      6. Removal of audio Content from your Account and/or the Platform will automatically result in the deletion of the relevant files from Trackstack’s systems and servers. However, notwithstanding the foregoing, you hereby acknowledge and agree that once Artist Content is distributed to the Platform, Trackstack is not obligated to ensure or to require that any User of the Platform deletes any item of Artist Content.. Furthermore, if you authorize any of Artist Content to be available for offline listening, after deletion of an item of Artist Content or removal from the Platform, the applicable Content may still be temporarily available to other Users of the Platform who saved the applicable Content for offline listening on their devices.
    18. REPRESENTATIONS AND WARRANTIES
      1. You hereby represent and warrant to Trackstack as follows:

      2. Artist Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use at any and all times during any applicable use, and (if and where relevant) to authorize Trackstack to use, Artist Content pursuant to this agreement, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available (including for listening offline) and otherwise communicate to the public Artist Content, and each and every part thereof, on, through or via the Platform, any and all Services;
      3. Artist Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information;
      4. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Artist Content in order to include their name, voice, performance or likeness in Artist Content and to publish the same on the Platform;
      5. Artist Content, including any comments that you may post on the Platform, is not and will not be unlawful, abusive, libellous, defamatory, pornographic or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation;
      6. Artist Content does not and will not create any liability on the part of Trackstack, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders;
      7. Trackstack reserves the right to remove Artist Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Artist Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.
    19. THIRD PARTY AI MASTERING PROVIDER
      1. If you use the third party AI Mastering feature as set out on our Platform, you acknowledge and agree that:
        1. the relevant uploaded Track/Artist Content will be processed through a third party mastering engine (currently Masterchannel) (Third Party AI Mastering Provider) and additional terms and conditions may apply. You can review Masterchannel’s terms and conditions here;
        2. Trackstack will be in no way liable for any misuse, loss or damage associated with your use of the Third Party AI Mastering Provider, including with respect to infringement of any of intellectual property rights of the relevant Track/Artist Content.
    20. COMMUNITY
      1. GENERAL
        1. You may purchase a membership subscription for ongoing access to our “Community” (defined below) as set out on our Platform (Membership). The inclusions of your Membership will be set out on our Platform or otherwise communicated to you.
        2. The Membership is only available if you have signed up with an Artist Account through the Platform.
      2. COMMUNITY GUIDELINES
        1. As part of your Membership, you may have access to a community forum with other Artist account holders, to discuss and share ideas, materials, progress and questions (Community). You acknowledge and agree that our Community is a shared platform, which is not supervised or screened by us. You are responsible for your own conduct in our Community and, by participating in our Community, you choose to do so at your own risk. You must at all times be respectful of others, including not posting any explicit, pornographic, homophobic, racist or otherwise offensive or derogatory material. We reserve the right, in our discretion, to revoke your licence and Account if you do not comply with this clause 7.2.
        2. Anything you post or share in the Community forms part of the Posted Materials as defined and governed by clause 5.
      3. FEES
        1. If you have purchased a Membership, you must pay the fees on a monthly basis for the duration of your Membership in accordance with the amounts and due dates set out on our Platform or as otherwise communicated to you (Membership Fees).
        2. We reserve the right to change the Membership Fees from time to time. We will notify you in advance of a renewal of your Membership if we do this.
        3. (Online Payment Provider) We may use third-party payment providers (Payment Providers) to collect payment of the Fees for access to the Membership. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your Fees.