Terms and Conditions

Hello, welcome to Make Waves!

Thank you for choosing our distribution service.  You can use our distribution service to distribute and monetize sound recordings you own or to which you hold the required rights to and on digital music services of your choice in Make Waves’ network and receive royalty payments in connection with the use of your sound recordings on these digital music services.

By signing up to or otherwise using the Make Waves platform, app, service, websites, and software applications (together, the “Service”), you are entering into a binding agreement with Make Waves B.V. (“MW”, “us” “our” and “we”), a company based in Amsterdam, The Netherlands with Dutch Chamber of Commerce registration number 83611673.

Your agreement with us includes these terms of service (“Terms”) and our Privacy Policy. Please read these Terms and our Privacy Policy carefully before using the Service. By signing up to or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy.

If you use the Service on behalf of a company, organization, or other entity (i.e., a band, group or ensemble), then "you" includes you and that entity, and you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity's behalf.

Before signing up and using the Service, please consider the following carefully:

You are using a beta version of the Service, that is made available for testing and development purposes. We do not guarantee that the Service and your user experience are optimal. The Service is provided to you “as is”.

Please read our Privacy Policy before using the Service to learn what personal data we collect from you, how we store it and use it.

You must be at least 18 years old to use the Service.

If you use the Service on behalf of a group, band, company or other entity, you must have permission from all members of that group or band or company or other entity and you agree to these Terms on behalf of that group, band, company or other entity.

For each Release you upload you can select your preferred payment model, the Music Services to and the Territories in which you want us to distribute it.

You remain the owner of all rights in the recordings you distribute through us. You only grant us exclusive digital distribution rights for the recordings you upload and only for the Music Services and in the territories selected by you during the Distribution Period.

Only use the Service to distribute recordings that you own or have the rights to. Do not upload any recordings or other content owned by others and for which you have not obtained the required permissions and licenses.

Do not upload remixes or other recordings that contain samples for which you have not obtained written permission or licenses from the songwriters, publishers and/or original sound recording owners.

Do not upload any cover songs for which you have not obtained the required clearances and licenses in the territories indicated.

We account royalties to you on a monthly basis and you can request payment as soon as the total amount of royalties due to you reaches our payment threshold of ten (10) Euros.

You can terminate your account and ask us to takedown your recordings at any time on the condition you have fully paid the relevant Service Charges.

If you have any questions about these Terms, our Privacy Policy or the Service in general, please contact us. You can find our contact details at the bottom of this page.

DEFINITIONS

“Commission” means the percentage of Gross Distribution Revenue that we are entitled to retain as part of the Service Charge as specified on our website and selected by you on a Release-by-Release basis during the submission process.

“Content” means all User Material, Recordings, Releases and Marketing Material you upload onto the Service or otherwise provide to us.

“Distribution Period” means the period starting on the day you designate a Release for delivery to Music Services through the Service and ending twelve (12) months later (the “Initial Distribution Period”). Following the Initial Distribution Period, the Distribution Period shall automatically renew for successive periods of twelve (12) months unless terminated by you or us in accordance with these Terms.

“Distribution Settings” means the distribution parameters selected and indicated by you for each Release on a Release-by-Release basis in your User Account during the submission process, including without limitation the type of Service Charges, applicable Commission, and the selection of Music Services and Territories for each Release.

“Documentation” means the requirements, guidelines, policies, documentation and/or specifications set out and/or provided by us.

“Gross Distribution Revenue” means all revenue collected and actually received by us in connection with the distribution of your Recording(s) to Music Services through the Service during the Distribution Period, excluding VAT or any similar taxes.

“Marketing Material” means any promotional, marketing or other materials that you upload or otherwise provide to us in relation to each Recording and/or Release or its promotion and marketing, including without limitation any trademarks, logos, audio and audio-visual material, artwork, images, text, photographs, biographies and likenesses.

“Metadata” means all information you are requested to provide in relation to each Recording and Release you upload onto the Service, including without limitation artists’, publisher, composer, author and performer names, track and Release title, label name, track length, genre information and ISRC and UPC codes.

“Music Service(s)” means those digital music, social media and/or entertainment service providers exploiting and/or otherwise using audio content as part of the services they offer to their users connected to the Service, including without limitation any digital music service(s) launched and/or operated by us or our affiliates in the future, always as selected by you on a Release-by-Release basis in your Distribution Settings.

“Release” means a Release bundle including one or more Recordings and cover art that together form an album or a single, uploaded by you onto the Service.

“Publishing Clearances” means the rights, licenses, clearances and permissions required in connection with the use and exploitation of the musical and lyrical compositions or parts thereof embodied on your Recording(s).

“Recording(s)” means any and all audio master recordings, together with related Metadata, uploaded by you onto the Service.

“Service Charges” means the fees we charge you for distributing your Release(s) through the Service as specified on our website and selected by you on a Release-by-Release basis during the submission process, including without limitation the Commission.

“Term” means the initial period starting on the day you accept these Terms or otherwise start using the Service and continuing thereafter until terminated by you or by us in accordance with these Terms.

“Territory” means the World, unless you exclude certain territories on a Release-by-Release basis in your Distribution Settings in your User Account.

“User Account” means your user account on the Service.

“User Material” means the information or material you upload or otherwise provide to us other than your Recording(s) and Marketing Material, including but not limited to any material and information you provide through your User Account (i.e., your email address, payment details, VAT number, etc).

“Your Distribution Revenue” means Gross Distribution Revenue after deduction of the relevant applicable Service Charges, including without any limitation any Commission due.

2. YOUR ACCESS TO AND USE OF THE SERVICE

The Service allows you to distribute, market and exploit any Recording(s) you own or to which you otherwise hold the required rights to the Music Services in our network and in the Territories selected by you and to receive royalty payments in connection with the exploitation of your Recording(s) on these Music Services.

Please note that you are accessing and using a beta version of the Service. The current beta version of the Service is made available to you for the purpose of testing and collecting feedback from early users (including you) with the goal to optimize and further develop the Service. We will make a reasonable effort to ensure that the Service is available and operational, but we cannot guarantee that the functionalities of the Service and your user experience are optimal. Operational or technical difficulties, updates or maintenance may from time to time cause temporary interruptions to the Service. You agree that the Service is provided to you “as is” and “as available” and we make no guarantees as to the condition, quality or performance of the Service.

To be able to access and use the Service, you must be at least 18 years old and have the power to enter a binding contract with us.

We grant you, subject to these Terms, a limited, non-exclusive, non-transferable and revocable license to access and use the Service.

We may use third party contractors to operate and/or facilitate all or any part of the Service.

3. YOUR USER ACCOUNT

To access and use the Service, you must create your own User Account and provide the information requested during the process of creating your User Account.

Your User Account may only be used by you and may not be transferred to or shared with anyone else. Use of someone else’s User Account is strictly prohibited. We may introduce multiple user logins on one account in the future.

Any information, including any Content, you provide to us through your User Account or otherwise must be true, correct and complete at all times.

You are fully responsible for all Content you provide to us and for your use of and activity on the Service as well as on your User Account.

We have the right to remove and/or take down any Content if you or the Content does not comply with these Terms or any Documentation.

You are responsible for maintaining the confidentiality of the credentials of your User Account and you will immediately notify us if you become aware of any (alleged) breach of security or unauthorized use of your User Account

We are not liable for any loss or damage arising from unauthorized access to your User Account or your failure to comply with these Terms or any Documentation.

4. YOUR CONTENT

You may only distribute Recording(s) through the Service that you own or for which you otherwise have the exclusive legal right to allow us to digitally distribute and exploit the Recording(s) to and on Music Services in the Territory. Only upload and distribute Recordings through the Service if you own and/or control and/or administer any and all rights into those Recordings in the Territory.

Each Recording must be cleared for distribution on the selection of Music Services and in the Territories selected by you on a Release-by-Release basis in your Distribution Settings.

All Recordings, Releases, Metadata and Marketing Material must be provided in the format and configuration and in accordance with the specifications indicated during the submission process as well as any Documentation.

You have the option to allocate your own ISRC, EAN and/or UPC codes for each Recording and Release you upload. If you do not provide your own ISRC, EAN and/or UPC codes for a Recording or Release, we will allocate the required ISRC, EAN and/or UPC codes and, subject to these Terms, we grant you an unlimited and worldwide perpetual license to use such ISRC, EAN or UPC codes allocated by us in relation to your Recording(s) and Releases. We retain ownership over any such ISRC, EAN or UPC code allocated by us.

5. DISTRIBUTION TO MUSIC SERVICES

During the Distribution Period, we are entitled to and shall endeavour to distribute and exploit the Recording(s) and Release(s) to and on the Music Services and in the Territories selected by you in the Distribution Settings for each Release.

You can terminate the Distribution Period for any or all of your Release(s) and take down and remove any or all of your Release(s) from distribution during the Distribution Period for any reason by requesting a takedown for the relevant Release(s) through your User Account. We will withdraw and cause the Music Services to withdraw the relevant Release(s) from their services as soon as reasonably possible following receipt of your takedown request(s) and your full payment of any outstanding Service Charges due in relation to those Release(s). For the avoidance of doubt, if you wish to take down any of your Release(s) prior to the end of the relevant Distribution Period, the Service Charges for such Release(s) still apply and are immediately payable by you before we action your take down request. If you or we terminate the Distribution Period, you shall not be entitled to a refund of any Services Charges unless otherwise agreed between us.

You can change the selection of Music Services and/or Territories for each Release at any time during the Distribution Period in the Distribution Settings of the relevant Release in your User Account. We will endeavour to implement and effect any changes made by you to your Distribution Settings for a particular Release within five (5) working days from receipt of your request.

You agree that: i) Music Services have the right to select in their sole discretion if, when and to what extent they make available and exploit your Recording(s) and Release(s) on their services. We cannot guarantee or control that your Recording(s) and Release(s) will be (timely) accepted or made available on the Music Services, nor can we guarantee or control that your Recording(s) and Release(s) are taken down by Music Services immediately; and ii) Music Services are free to determine the terms and pricing on which they offer content (including your Recording(s)) to their users in their sole discretion. We are not responsible for what Music Services do with or how they offer your Recording(s) and Release(s), and you accept to have your Recording(s) and Release(s) made available by the Music Services to their users in accordance with their pricing structure, terms and practices.

We cannot be held responsible for any Publishing Clearances. In the event that we are required to obtain and/or pay and/or are being held liable for any Publishing Clearances related to compositions embodied in your Recording(s) during and after the Distribution Period, you agree to indemnify, defend and hold us harmless on demand in respect of any actual costs and expenses thereof. For the avoidance of doubt, if you upload a Recording that is a cover song, you are solely responsible for obtaining and paying for the required Publishing Clearances to the extent the Music Services have not obtained and paid for these. You will need to obtain an additional cover song license for being able to allow us to exploit your cover song Recording(s) as permanent downloads in the US, Canada and Mexico, and as streams and downloads in India and Pakistan. It will be your sole responsibility to obtain such cover song licenses and if you distribute any cover Recording(s) through the Service, you warrant that you have obtained and paid for the required Publishing Clearances. You can use services such as ‘EasySongLicensing’ to obtain the required cover song licenses.

6. YOUR GRANT OF RIGHTS

You will at all times retain complete ownership of all your Content, including but not limited to any Recording(s), Release(s) and Marketing Material, you upload or provide to us.

Subject to your right to takedown any or all of your Recordings, including any Release(s), at any time and for any reason, you grant to us, on an exclusive and sublicensable basis, all rights necessary for us to distribute, monetize and exploit your Recording(s) and Release(s) to and on the Music Services and in the Territories selected by you on Release-by-Release basis in your Distribution Settings during the Distribution Period, including without limitation, the right to and to authorise Music Services and other relevant third parties to: i) create digital master files and reproduce, convert, adapt, encode and transcribe the Recording(s) and Release(s); ii) ingest and deliver the Recording(s) and Release(s) and store them in digital form; iii) supply, stream, perform, communicate to the public, make available, display, synchronise, distribute, reproduce, compile, create and otherwise exploit the Recording(s) and Release(s) on the Music Services; iv) allow, create and exploit derivative works based on your Recording(s) for the sole purpose of exploiting your Recordings on so-called ‘user-generated content services’ (i.e., YouTube, Facebook, Instagram, TikTok); and v) receive and distribute royalty payments in relation to income generated through the exploitation of your Recording(s) and Release(s) by Music Services through the Service.

To allow us to market and promote your Recording(s) and Release(s), you grant to us during the Distribution Period a non-exclusive, royalty-free licence to use and to allow Music Services and other relevant third parties to use your Recording(s) and Release(s) and Marketing Material in advertising, marketing and promotional materials solely related to the promotion, advertising and marketing of your Recording(s) and Release(s).

At the end of the Distribution Period of each Release, any and all rights granted herein by you in the Recording(s) to us in relation to such Release automatically revert back to you.

7. SERVICE CHARGES

In exchange for your use of the Service, we charge you the Service Charges as specified on our website and selected by you during the submission process for each Release you upload onto the Service. The Service Charges we charge are due per Release you upload onto the Service per Distribution Period and consist of a combination of a certain royalty share of Gross Distribution Revenue (the “Commission”) in combination with a certain flat fee per Distribution Period. Once you selected and confirmed a Service Charge for one of your Releases during the submission process, the chosen Service Charge will apply to such Release during the entire Distribution Period. You cannot change or stop the Service Charge for a specific Release during the Distribution Period.

Depending on the Service Charge you select for each Release you upload onto the Service, we may either charge the flat fee of the Service Charge upfront or deduct it from Gross Distribution Rev Any Service Charges payable up front, are due immediately.

In the event, one of your Release(s) does not generate sufficient Gross Distribution Revenue during the first six (6) months of the Distribution Period to allow us to fully deduct the applicable Service Charge flat fee, we reserve the right to charge and invoice you for the remainder and you agree to pay such invoice immediately.

If you take down any of your Release(s) before the end of the relevant Distribution Period, the Service Charge for such Release(s) will still apply and remain due and you will not be entitled to a refund. Any take downs of Release(s) requested by you during the Distribution Period, will be actioned only after we have received full payment from you of any Service Charges outstanding in relation to such Release(s).

8. ACCOUNTING AND PAYMENT

On a monthly basis as soon as possible following the end of each month during the Distribution Period, we will compute and account Your Distribution Revenue due to you for the preceding month and provide you with detailed insights into Your Distribution Revenue through our royalties dashboard available to you in your User Account.

You may request payment of any of Your Distribution Revenue payable to you at any time through your User Account on the condition the total amount of Your Distribution Revenue due to you is more than ten Euros (€10 EUR). We will endeavour to issue any payment requested by you within five (5) business days. Payment will be issued only to the bank account provided by you through your User Account.

All amounts payable hereunder will be calculated and paid in Euros.

We are authorised to issue self-billed invoices on your behalf showing your name or company name, address and VAT registration number (if any), as well as any other relevant details, and you agree to accept such invoices. You are solely responsible for indicating whether you are VAT-liable and for keeping your invoice and bank details in your User Account up to date at all times.

You have the right to appoint a certified public accountant who has signed a confidentiality agreement with respect to our books to audit our books and records to verify the accuracy of Your Distribution Revenue paid to you by us during the Distribution Period, once during each year of the Distribution Period, at your expense, during our normal business hours and on at least sixty (60) days prior written notice. All objections concerning royalty accounting and payments hereunder shall be submitted by you within six (6) months after the date of issue, after which time all objections shall be waived.

Our obligation to account and pay royalties to you is subject to us having actually received the relevant accounting statement(s) and accompanying payment(s) from the Music Services. We are entitled to rely on the accounting statements and payments received from Music Services and any of our partners and have no obligation to independently review or confirm such accounting statements and payments. We assume no liability regarding accounting statements and payments from Music Services and any of our partners

We have the right to offset any amount due to or owed by you under these Terms, including in the event of any overpayment of Your Distribution Revenue and your non-payment of any Service Charges due.

If we have reason to believe that your Recording(s) or Marketing Material or your use of the Service breaches any agreement, infringes any third party rights, violates these Terms, or any law, rule or regulation, then in addition to any other available rights and remedies, we may withhold payment of Your Distribution Revenue due to you in an amount reasonably attributable, as determined in our sole discretion, to the relevant Recording(s) and/or Marketing Material and/or your activity until and unless any and all claims or other conduct are favourably resolved to our reasonable satisfaction, and we may deduct from Your Distribution Revenue due to you all our related legal costs. You will forfeit Your Distribution Revenue that is attributable to your breach of these Terms, fraud, infringement or other illegal activity.

We may withhold and deduct any taxes such as sales, use, purchase, income, value-added or similar taxes, or other amounts as may be required under applicable laws, from amounts payable to you hereunder, without liability to you or any obligation to indemnify you in respect of such withholdings. You remain ultimately responsible at all times for the correct tax processing, tax administration and tax returns in accordance with your local tax laws and regulations.

9. YOUR OBLIGATIONS

You are solely responsible for obtaining any and all necessary rights, licenses, clearances and permissions throughout the Territory and during the Term and relevant Distribution Period(s) for all Content you upload onto the Service or otherwise provide to us to allow us and the Music Services to fully use and exploit all Content in the manner allowed hereunder free of any claims, liens, encumbrances or other restrictions, including without limitation, all rights, licenses, clearances and permissions necessary for the reproduction, delivery, distribution, synchronization, communication to the public, making available and public performance of your Recording(s). You warrant and represent to us that you have obtained any and all such rights, licenses, clearances and permissions required and necessary for us and the Music Services to use and/or exploit your Recording(s), Release(s), Marketing Material and any other Content, 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 with the creation and delivery of your Recording(s), Release(s), Marketing Material and any other Content.

You will promptly notify us and request a takedown of the relevant Recording(s), Release(s) and/or Marketing Material in the event that you cease to own and/or control any of the required rights into any of your Recording(s), Release(s) and/or Marketing Material during the Distribution Period. Upon receipt of your takedown request, we will endeavour to cause the Music Services to withdraw the relevant Recording(s), Release(s) and/or Marketing Material as soon as possible.

You understand and agree that you shall at all times: i) be solely responsible for paying any and all record royalties due to artists, producers and other persons who performed in the making of your Recording(s) and Release(s) and other royalty participants and all payments that may be required under collective bargaining agreements; ii) obtain and pay for any Publishing Clearances to the extent it is your responsibility; iii) ensure to provide correct and complete Metadata for all your Recording(s) and Release(s); iv) ensure that your Recording(s) and Release(s) are technically satisfactory for exploitation; and v) promptly provide us with all information and assistance requested by us.

You will only use and access the Service for lawful purposes, and you agree to not use the Service to distribute or otherwise make available any material, including Content, that violates rights of any third party, that may be unlawful, harmful, hateful, threatening, defamatory, obscene, illegal or facilitating illegal activity, infringing, harassing or racially or ethnically offensive, or that is otherwise objectionable in our reasonable opinion.

You agree not to employ techniques or use services, automated or otherwise, that are intended to misrepresent or manipulate the popularity of your Recording(s) and/or Release(s) on Music Services or commit any other form of fraud or fraudulent behaviour.

10. RESERVED RIGHTS

We reserve the right, in our own discretion, with or without notice to you, to: i) temporarily or permanently take-down or block any or all of your Content from or on the Service and/or the Music Services; ii) temporarily or permanently suspend, disable or terminate your User Account and/or your access to the Service; and/or iii) take any other action we deem appropriate if: a. you or your Content fails to comply with any of the terms set out in these Terms or in any Documentation; in our reasonable opinion, the availability of your Recording(s) and/or Release(s) on the Service and/or the Music Services may result in liability for us and/or any Music Service; c. we have received an infringement notice, a copyright claim, alleged fraudulent activity or any other complaint in relation to you or your Content; and/or d. for any other reason in our sole and absolute judgment reasonably necessary to protect our business interests.

11. YOUR WARRANTIES AND REPRESENTATIONS; INDEMNIFICATION

You represent and warrant to us that: a) you have the legal capacity, right and authority to enter into these Terms and to grants all rights granted herein; b) you are in full and complete compliance with these Terms at all times; c) you own, control, administer and/or have obtained the rights, licenses (including any required Publishing Clearances) and permissions in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us and the Music Services shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; d) the information you provide to us is true, accurate, current and complete at all times; e) you are not and will not become a party to an agreement with any third party that may jeopardise and/or limit our ability to exploit your Recording(s); f) your Content does not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions.

You agree to indemnify and hold harmless, and upon our request, defend us, our affiliates and sublicensees, at your own cost and expense from any and all liability, harm, damages, costs (including attorney's fees and legal and court costs), expenses, allegations, claims and legal action of any kind at any time or of any sort that may arise from: a) your use of the Service; b) a breach or alleged breach by you of any of your obligations, representations and/or warranties under these Terms; and c) any claim that any of your Content or the use thereof as permitted hereunder, violates or infringes any third-party rights.

You agree to promptly reimburse us 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 we, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you (including but not limited to payment of Your Distribution Revenue) 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. We reserve the right to charge you for or deduct from Your Distribution Revenue any legal fees incurred by us as a result of your violation of these Terms.

12. NO WARRANTIES; LIMITATION OF LIABILITY

You understand and agree that the Service, as well as any information, content and material provided as part of the Service, is provided to you “as is” and “as available”. We make no guarantees, representations or warranties, express or implied, statutory or otherwise, including without limitation as to the amount of Your Distribution Revenue that you may earn hereunder, or as to the condition, correctness, quality, continuity of operation, performance, merchantability or fitness for a particular purpose of the Service and the information, content and material provided as part of the Service. We do not guarantee that access to or use of the Service will be continuous, uninterrupted, error-free or secure. Your use of the Service and the information, content and material provided as part of the Service is at your own risk. Any and all warranties are expressly disclaimed and excluded.

To the fullest extent permitted by law, in no event will MW, its shareholders, employees, agents, directors, affiliates, successors, assigns, or licensees be liable for: a) any indirect, special, incidental, exemplary or consequential damages; or b) any loss of use, data, business or profits, whether direct or indirect, in all cases arising out of the use or inability to use the Service, regardless of legal theory, without regard to whether we have been warned of the possibility of those damages, and even if a remedy fails of its essential purpose. In no event will our aggregate liability arising out of or in connection with these Terms exceed €100 EUR (one-hundred EURO).

13. TERM AND TERMINATION

These Terms shall apply to your use of the Service during the Term.

You may terminate the Term, your User Account and use of the Service at any time and for any reason by sending us an email on support@makewaves.fm. We will terminate your User Account and access to the Service within thirty (30) days from receiving your termination request.

Upon termination of the Term and your User Account, we will as soon as reasonably possible disable and/or remove your User Account and withdraw and takedown and cause the Music Services to withdraw and takedown your Release(s) from their services and pay you Your Distribution Revenue outstanding, on the condition we are in full receipt of any outstanding Service Charges.

Following termination of the Term and/or any Distribution Period, we may deduct any outstanding Service Charges from any of Your Distribution Revenue due to you and/or invoice you for any outstanding Service Charges. You agree to pay any such invoice raised by us immediately.

For the avoidance of doubt, if you terminate the Term and your User Account prior to the end of the Distribution Period of any Release(s) you distribute through the Service, the Service Charges for such Releases will still apply and be payable by you and you shall not be entitled to a refund of any Service Charges.

You may terminate the Distribution Period for any and all Release(s) at any time and for any reason by requesting a takedown for such Release(s) through your User Account. We will endeavour to withdraw and cause the Music Services to withdraw the (s) from their services as soon as possible following receipt of your takedown request(s). For the avoidance of doubt, if you take down any of your Release(s) prior to the end of the relevant Distribution Period, the Service Charges for such Release(s) will still apply and be payable by you and you shall not be entitled to a refund of any Services Charges.

Following the end of any Distribution Period for a specific Release, we will have no further obligation to you other than to account and pay to you Your Distribution Revenue collected and due during the relevant Distribution Period.

We may terminate the Term, any Distribution Period, your User Account and your use of the Service: a) for no reason or any reason upon thirty (30) days prior notice to you; or b) without advance notice, in the event we reasonably believe that you or any of your Content violates these Terms or the terms of any Music Service.

Termination or expiration of the Term or any Distribution Period shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of expiration or termination, including the right to receive Your Distribution Revenue due and the right to claim damages in respect of any breach of these Terms which existed on or before the date of expiration or termination.

All provisions intended to survive expiration and/or termination shall continue to do so.

14. DATA PROTECTION, PRIVACY AND COOKIES

To the extent your Content contains personal data (including any personal data embodied in Metadata and Marketing Materials), we may use, store, transmit, and otherwise process such personal data to the extent necessary for us to perform our obligations under these Terms, including transferring such personal data to our third-party service providers and to Music Services in order to make your Release(s) available on such Music Services. All personal data that you provide to us in connection with your use of the Service is collected, stored, used, disclosed and processed by us in accordance with our

15. OWNERSHIP

All right, title and interest, including any intellectual property rights, in the Service, including but not limited to, all related technology, data, documentation, tools, and design, are exclusively owned by us, our affiliates or our licensors.

MW’s trademarks, service marks, trade names, logos, domain names are our sole property and that of our affiliates. These Terms do not grant you any rights to use any of our brand features and trademarks without our prior written consent.

We exclusively own any and all user and usage data generated and/or received by us in connection with the Service and the Recording(s) and Release(s), and we may and disclose such data as we see fit.

All right, title and interest, including any intellectual property rights, in your Content are exclusively owned by you, your affiliates (as applicable) or your licensors. Nothing in these Terms shall be construed to transfer any ownership interest in your Content to us.

16. CONFIDENTIALITY

In the course of your use of the Service or otherwise transacting business with us, our third-party contractors and/or Music Services, you may become aware of certain confidential information related to us, our third-party contractors and Music Services. 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 at all times.

17. CHANGES TO TERMS AND THE SERVICE

We reserve the right, in our sole discretion, to change these Terms and/or suspend, discontinue or otherwise modify the Service, including any features and pricing thereof, at any time. It is your responsibility to check these Terms regularly for changes. By continuing to use or access the Service after we make any changes, you agree to be legally bound by the revised Terms. If we make any material changes to the Terms or the Service, we will notify you reasonably in advance. You are not required to continue to use the Service after such notice, but if you do not terminate your User Account in the manner and within the period specified in the notice, and you continue to access or use the Service after the end of said period, you are deemed to have accepted the new Terms.

18. MISCELLANOUS

These Terms, together with the Privacy Policy, contain the parties' entire understanding and supersedes any prior or contemporaneous correspondence, agreements or understandings regarding the subject matter herein, unless otherwise agreed between you and us in writing.

Should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by law.

We will not be liable for a curable breach of these Terms unless you provide us with written notice specifying the alleged breach, and we fail to cure such breach within ninety (90) days thereafter.

We will not be liable for any delay or failure in performance resulting from acts or occurrences beyond our reasonable control, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.

We may send all notices and communications to you via the email address associated with your User Account. All your notices to us shall be sent to our address and/or email address indicated at the bottom of this page.

You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent. We may assign, delegate, pledge, encumber, sublicense and otherwise transfer, these Terms and/or any or all of our rights and obligations in order to operate the Service and these Terms will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.

These Terms are governed by and subject to the laws of The Netherlands and any dispute regarding these Terms shall be submitted to the exclusive jurisdiction of the court of Amsterdam, The Netherlands, or any higher court as relevant.

Make Waves B.V

1056 GM Amsterdam, The Netherlands

COC: 82053022

If you have any questions about these Terms or our Service, please contact us on support@makewaves.fm.