TERMS AND CONDITIONS

Welcome to the Tupa Music website, located at www.tupamusic.com (the "Site"). The following Agreement contains the terms and conditions that govern your use of the Site and the services offered by Tupa Music through the Site (collectively, the "Services").

Please read the following terms of use agreement ("Agreement") carefully before using this website. By accessing this website and/or the services offered by Tupa Music via the website, you agree to be bound by all the terms and conditions of this Agreement, as amended from time to time. If you do not agree to these terms and conditions, please do not use this site.

In order to access and use the Tupa Music Service, you need to be at least 18 years old and have the power to enter a binding contract with us and not be prevented from doing so under any law. If you are under 18, you must be able to provide proof of your guardian’s consent. You also promise that the information you submit to us is true, accurate and complete, and you agree to keep it that way at all times.

If you register on behalf of the company, or other entity, then include you and that entity you represent, and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and bind the entity to the Agreements, and that you agree to the Agreements on the entity's behalf.

"Recordings" shall mean any and all audio recordings that you submit to Tupa Music by uploading through the Services.

"Stores" shall mean any and all, now known or future, digital Internet consumer stores (such as Spotify, iTunes, Deezer and Amazon etc.), and/or any other digital retailers of music which Tupa Music has, from time to time, entered into an agreement with.

"Metadata" shall mean the music metadata, the information embedded in an audio file that is used to identify the content. This includes, but is not limited to, track title, band or artist name, type of music, label and the year the track was released.

"Territory" shall mean the world or specified applicable territory.

You grant us all necessary consents and rights, without limitation, to sell and make use of your recordings for digital downloads, interactive and non-interactive streaming, cloud services and streaming-on-demand services. This grant of rights does not, however, constitute a transfer of ownership.

By using our Services you grant us, during the Term and throughout the Territory,

• The non-exclusive, worldwide license right to distribute, publicly perform, exhibit, broadcast, transmit and make your Recordings available on the Internet and without limitation, on all Stores and any other similar digital media for sale by downloading, interactive and non-interactive streaming, cloud services and streaming-on-demand or now known or hereinafter devised, similar means of making use of the Recordings.
• The right to sell, make sales promotion clips of, copy and otherwise, to the extent necessary under these Terms of Use, make use of and alter the Recordings and Metadata and other materials, by all means and media, of which you submit to Tupa Music, through any and all Stores now available and operational and also the right to sublicense or otherwise transfer such rights to the Stores.
• The non-exclusive right to use your name(s), photographs, likenesses, cover artwork, biographical and other information attributable to you, which you have submitted to Tupa Music.
• The right for Tupa Music to sublicense or otherwise transfer the above rights to any and all Stores.
• The right for Tupa Music to perform Metadata corrections (where necessary).
• The right for Tupa Music to synchronize and authorize others to synchronize your Recordings with visual images, to combine portions of your Recordings with still or moving images or as a live stream.
• The right to authorize third-party partners and/or licensees, which offer services permitting the creation, use and exploitation of so-called "remixes" of your Recordings and so-called "user generated content" embodying your Recordings, including, without limitation, Tiktok, Facebook and Instagram.

The above does not constitute a transfer of ownership to any of the material you have uploaded or submitted to Tupa Music.

In order to access certain features of the Service, you can join by complete registration form and you must provide accurate and complete information.

You are solely responsible for the activity that occurs on your Tupa Account. You are also responsible for maintaining the security of your account password.

Please review our fully transparent Privacy Policy for information regarding security, confidentiality, and what we do with the data you provide us.

We will always make a reasonable effort in ensuring that our Services are available. Should the Services be interrupted in any way, we will make a reasonable effort to correct the interruptions without delay. We are, however, not liable for any errors, delays or interruptions that might occur.

The agreements that Tupa Music enter with the Stores shall determine the terms on which your Recordings are sold or made available. It might vary from time to time, which Stores Tupa Music has entered into an agreement with. Therefore, Tupa Music cannot guarantee the sale and/or exploitation of the Recordings in any particular Store. Tupa Music assumes no liability if your Recordings are not made available in a particular Store or in any way taken down by the Stores.

Tupa Music assumes no liability for any interruptions, delays, errors or any suspensions of access, reports or payouts, in the Stores, neither in whole nor in part.

When you upload your Recordings, Metadata and other Material through the Service, we will send your Recording to the Stores. You will receive a locked release date, which you cannot change. Do note, that each Store determines the delivery time for the distribution of your Recordings. We do not assume liability for the delivery times of the Stores.

YOU UNDERSTAND THAT BY USING THE SERVICES AND YOUR TUPA ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THIS AMENDMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.

By clicking on the “I Agree” button, you irrevocably grant to Tupa Music, throughout the Territory and during the Term, the sole and exclusive right:

• To be the administrator of the Recordings submitted hereunder (the “YouTube Recordings”), including, but not limited to, the right to use the YouTube Recordings in connection with and in timed relation with YouTube videos.
• To prosecute, defend and settle claims regarding the exploitation of the YouTube Recordings on YouTube.
• To enter into agreements with, or assign or license any of Tupa Music rights and/or delegate any of its obligations under this agreement to third party licensees on such terms as may be acceptable to Tupa Music.

Royalties and income accrued from Recordings monetised by Youtube Content ID shall be subject to a 20% commission fee charge.

The minimum amount of earnings you can payout is $25 USD and cannot be paid out in parts. Your earnings are accumulated and will be carried over until you reach the threshold of $25 USD, unless your Account is terminated or canceled. The payout process takes approximately 1-7 business days. We will do our best to comply with this.

You may not in any way use our Services for any unlawful purpose or for the following reasons.

• In any way that is or has the purpose of being unlawful, infringing or fraudulent.
• For the purpose to harm or attempt to harm any other person in any way

You may not upload any Recordings or Materials which may.

• In any way that is or has the purpose of being unlawful, infringing or fraudulent.
• Promote sexually explicit or violent material.
• Promote discrimination based on race, religion, nationality, disability or sexual orientation.
• Promote, advocate or assist in any illegal activity.
• Threaten, harass, upset or alarm any other person or invade on their privacy
• Impersonate any person.

We also do not allow the uploading of the following type of Recordings.

• Generic music like rain or forest sounds
• Covers of classical music
• Podcasts, Audio Books and Radio shows
• Parodies and tributes
• Compilations

Tupa Music reserves the right to, in its sole discretion, determine if a Recording or if you have breached the above or any other section of the Agreements. If we find that a breach has occurred, we take such and any action we deem appropriate. We might, but not limited to, temporarily or permanently remove your Account and any and all Recordings and/or material uploaded through our Services, withhold any royalties attributable as well as freeze your Account, without notifying you. Should your Account be frozen, you will be able to log in and access information about streams and royalties accrued, as well as make payouts, should you have reached the threshold of $25 USD.

You acknowledge and agree that, in the course of negotiating and transacting business with Company, you may become aware of certain otherwise confidential information related to Company’s business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential. You hereby expressly agree that Company shall have the right to provide information relative to the sales of your Recordings hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.

You acknowledge that in providing the Services and payments hereunder, Company will be required to enter into certain agreements with various Consumer Stores. The selection of these Consumer Stores shall be within the sole discretion of the Company. You agree that the Terms of Service shall be subject to any applicable terms and conditions of such other agreements that Company enters into with respect to such Consumer Stores. You expressly acknowledge that certain Consumer Stores may, with respect to audiovisual recordings, require that your audiovisual recordings be made available on their websites at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, the individual Consumer Stores may have the right to discontinue the availability of said audiovisual recordings in their store(s). Company will, upon your written request, provide you with the current specifics of such requirements.

Company will provide you with free bar codes and universal product codes (“UPCs”). These are for your use only and may not be transferred or resold. If transferred or resold, Company will charge you Twenty-Five Dollars ($25.00) per bar code or UPC.

Tupa Music respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously and asks that its users do the same. Infringing activity will not be tolerated on or through the Site or Services. Tupa Music will promptly remove or disable materials from the Site that Tupa Music believes in good faith, following its receipt of notice in accordance with the requirements below, that the materials infringe a third party’s rights. Whether or not Tupa Music disables access to or removes materials, Tupa Music may attempt to forward the written notification, including the complainant’s contact information, to the user who posted the content and/or take other reasonable steps to notify the user that Tupa Music has received notice of an alleged violation of intellectual property rights or other violation. Tupa Music may also, in its discretion, terminate the accounts of repeat copyright infringers or of those who post inaccurate or unlawful content.

Any notice or counter-notice you submit must be truthful and submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may want to seek the advice of legal counsel before submitting a notice or a counter-notice.

Procedure for Reporting Claimed Infringement

If you believe in good faith that your copyright or other intellectual property rights have been infringed, please provide us with a written notice containing:

• Your name, telephone number, address, and e-mail address;
• A description of the copyrighted work that you claim has been infringed;
• A description of the material on the Site that you believe is infringing the copyrighted work and where such material may be found on the Site;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• Your electronic or physical signature.

Please submit your notice to Tupa Music as follows

Email: [email protected]

You should consult with your own lawyer to confirm your obligations to provide a valid notice of claimed infringement.

Tupa Music may assign the Agreements or any part of them, and Tupa Music may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

Tupa Music takes no liability or responsibility for failures in providing any of our Services, if they are caused by an event outside Tupa Music’s control. Force Majeure means an event beyond our control which prevents us from complying with any obligations under this Agreement. These events include, but are not limited to, fires, earthquakes, tidal waves, floods, war, hostilities, invasion, embargo, revolution, civil war, riot, strikes, lockouts, acts or threats of terrorism, commotion, failures of public or private telecommunication networks, third party force majeure and an epidemic.

Should an event of Force Majeure occur, Tupa Music will notify you as soon as reasonable and give an estimate when due fulfilment can be expected. You may cancel your Services with us if your Service is affected by Force Majeure.

Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance. Your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.

If you have any questions concerning the Tupa Music Service or the Agreements. Please contact our Customer Support.