BDM Network Terms of Use

Thank you for selecting BDM NETWORK as your Digital Music Distributor. We are excited to be a part of your musical journey and are committed to helping you achieve great success in your music career. It is important that you read these Terms of Use carefully, as they form a binding agreement between you (referred to as ‘End User’ or ‘You’) and BDM NETWORK (‘We’ or ‘Us’). These terms become effective upon your registration on our platform.

Officially, the service is provided by BDM Network, a limited liability company established and operating under the laws of Ireland, with the Company Registration Number 680562. For any inquiries or assistance, our contact details are available under the “Contact” tab in the “Legal” section of your account.

The services provided by BDM NETWORK are governed by the following:

  1. The Terms of Use outlined in this document.
  2. The Privacy Policy, accessible in the Legal Section of your Account.

To ensure a smooth partnership, please complete all the required information in the “Account -> Profile” section of our Platform. This information is vital for establishing our contractual relationship. We have strived to make our Terms of Use clear and straightforward. However, if you have any questions or need clarification, feel free to reach out to us through any of the communication channels mentioned above.

Table of Contents:

  1. Definitions
  2. General Conditions; Access to and use of the Services
  3. What You can do and what you can’t do
  4. Fees
  5. Duration and Termination
  6. Intellectual Property Rights
  7. Fraud
  8. Privacy
  9. Warranty. Limitation of Liability
  10. Miscellaneous

Definitions

To ensure a clear understanding of these Terms of Use, the following key terms are defined as follows:

“Customer”: Any individual who accesses or utilizes a Digital Music Service.

“Digital Distribution”: This refers to the transmission of data via various means — including the internet, internet radio, kiosks, in-store listening posts, mobile, wireless, satellite, and other communication systems (both current and future) — for distributing End User Content in multiple digital formats. These formats include, but are not limited to, clips, permanent downloads, subscriptions, streams, timeout-downloads, ringtones, and ring-back tones, among others.

“Digital Music Service”: Any digital outlet that enables Customers to purchase and/or listen to End User Content. This includes music download portals, music and video streaming services, mobile music platforms, digital and terrestrial radio stations, digital and terrestrial television networks, and mobile networks. Each of these is a “DMS” (e.g., Apple iTunes, Spotify, Tidal, Google Play, etc.).

“End User”: That’s you, the individual engaging with this agreement. The End User may be an artist, songwriter, author, producer, agent (including royalty recipients), rights holder, or any other party authorized to exploit certain musical works (including both compositions and recordings) and to utilize the Platform and its API.

“End User Content”: This encompasses all intellectual property works to which the End User holds necessary exploitation rights. It includes, but is not limited to, musical works, recordings, video clips, ringtones, real-tones, lyrics, logos, album covers, and photos, as well as “Neighboring Rights”.

“Platform”: The digital music distribution platform accessible via a specified domain.

“Service”: The services we provide through the Platform, aimed at making End User Content available on various Digital Music Services (collectively, the Digital Distribution Services).

With these definitions in mind, the following sections outline the rights and obligations of each party involved:

General Conditions; Access to and Use of the Services

2.1 Access and Service Rights During the term of this agreement and subject to your adherence to these Terms of Use, you are granted the right to access the Platform and use the Services we provide through it.

2.2 Platform Features For your reference, the Platform’s features include, but are not limited to:

  • Uploading End User Content for availability on Digital Music Services.
  • Selecting channels, territories, and specific Digital Music Services for content distribution.
  • Access to optional services such as quality control, distribution updates, and storage.
  • Direct payment of fees for contracted services.
  • Hosting and managing End User Content.
  • Content qualification, transformation, and transmission to Digital Music Services.
  • Updates and takedowns of distributed works.
  • Assigning codes (ISRC, UPC, ISWC).
  • Access to sales and usage reports for End User Content.
  • Requesting payout of royalties generated by End User Content.
  • Management and receipt of neighboring rights.

Please note, we reserve the right to modify, add, or remove functionalities or features of the Service, as well as alter the design, appearance, or presentation of the Platform and Service. Should these changes dissatisfy you, you have the option to terminate this agreement as outlined in these Terms of Use.

2.3 Content Rights and Responsibilities You affirm that you possess all necessary rights to exploit your Content through the Platform. By using our Service, you grant us the authority to administer your Content as specified by you, in accordance with Section 6. This authorization is granted on an exclusive basis for the Digital Music Services where you choose to make your Content available through our Service. This exclusivity implies that if you use our Service to distribute Content to a specific Digital Music Service, you cannot distribute the same content on that service through any platform other than ours.

What You Can and Cannot Do: Use of the Platform

3.1 Responsibilities and Obligations Upon registering and uploading Your Content on the Platform, you are required to:

  • Use the Platform responsibly, uploading only content to which you hold rights or have authorization from the rights holder.
  • Provide all necessary information as requested for using the Service.
  • Pay all applicable fees for the services we provide, as detailed further in this document.
  • Report any activities that violate these Terms of Use.
  • Clearly indicate if Your Content contains “explicit” material, which includes content with sexual, racist, violent, or other harmful connotations.
  • Refrain from engaging in illegal activities or actions that could harm any party, including us, through the Platform or Services.

3.2 Usage Restrictions In using the Platform, you agree:

  • Not to allow access to the Platform to any unauthorized third parties or employees.
  • Not to access the Platform’s source code.
  • To use the information and instructions on the Platform solely for intended purposes.
  • Not to disclose any information obtained through the Platform to third parties.
  • Not to permit public access or use of the Platform, including via the Internet.
  • Not to upload content you do not own or lack explicit commercial exploitation rights for.
  • Not to reproduce, copy, distribute, create derivative works from, or mirror any part of the Platform.
  • Not to transfer the Platform to third parties, nor to sell, rent, lease, lend, sublicense, outsource, or transfer the Platform or Service.
  • Not to modify the Platform, nor provide means for others to do so. This includes attempts to decompile, reverse-engineer, or circumvent its protective measures.

3.3 General Compliance You agree to use the Platform lawfully and diligently, abiding by the laws and these Terms of Use. Any breach of these terms may result in liability as outlined in Section 9.

Upload and Storage of Your Content

3.4 Uploading Your Content Once registered, you can upload Your Content—including sound recordings, audiovisual works, photographs, images, and other related materials—to your personal account for Digital Distribution.

3.5 Ownership and Rights You may only upload content for which you are the owner or have written permission from the rights holders. Content owned by third parties is strictly prohibited. We reserve the right to request documentation (such as contracts or registration certificates) to verify your ownership of the content. We may also restrict uploads from certain authors or producers and remove any content if we are not legally convinced of your ownership.

3.6 Prohibited Content You are prohibited from uploading content that is harmful, threatening, unlawful, confidential, defamatory, libelous, harassing, obscene, indecent, fraudulent, privacy-infringing, hate-inciting, or racially, ethnically, or otherwise objectionable. Such content must not limit or harm any individual or expose us or third parties to liability.

3.7 Private and False Information Uploading private or fabricated information about third parties, including addresses, phone numbers, and email addresses, is forbidden.

3.8 Copyright and Brand Ownership Do not upload any content that violates copyright laws or infringes upon third party brand ownership.

3.9 Exploitation Rights You retain the right to exploit Your Content through Digital Music Services that are not available or selected on the Platform.

3.10 Content Analysis and Removal We reserve the right to analyze any portion of Your Content to ensure compliance with the law and these Terms of Use. We also retain the right to delete any files, data, or information you upload if they do not comply with these Terms or if deemed unsuitable or inappropriate for the Platform or Service.

3.11 Content Upload Obligations For clarification, these Terms of Use do not impose any obligation on you to upload a minimum amount of content or maintain a minimum level of availability.

Fees

4.1 Service Fees and Revenue Sharing When using the Service, you agree to pay the fees associated with the contracted Services, details of which can be found in the “My Account > Contract” section of your Account.

You will receive 80% of the net income (after deducting expenses and taxes) we earn from Digital Music Services through the exploitation of Your Content. We are authorized to deduct a 20% sales commission from these net incomes. The Service fees, sales commission percentage, and the minimum payment threshold are listed in the “My Account > Pricing” section of the Platform.

4.2 Payment Terms Payments and claims will be processed through the “Sales->Balance” section of the Platform and made in the currency we specify. Payment options include PayPal or bank-to-bank wire transfer to your designated account. You are responsible for any taxes, levies, or fees imposed by authorities, or must provide exemption documentation.

Payments will be made monthly, within days of receiving a payment request from you, provided the amount exceeds the minimum threshold. We reserve the right to withhold payment for up to 24 months if we suspect fraudulent activity or a breach of these Terms or our Anti-Fraud Policy. All payments are subject to applicable taxes.

We may dispute invoiced amounts and recoup amounts due by withholding future payments.

4.3 Adjustments for Overpayment If a Digital Music Service deducts any amount due to overpayment or other reasons related to Your Content, or if our investigation reveals discrepancies, we may revise the sales report and deduct amounts from future payments.

4.4 Authorization to Collect Income You irrevocably authorize us to collect all income from the exploitation of Your Content, including author and recording rights, levies for private copies, and others. You may be asked to provide a specific authorization letter for Performing Right Organizations.

4.5 Invoicing and Receipts Invoices and receipts, including mandatory taxes, will be made available according to applicable regulations.

4.6 Changes to Pricing We reserve the right to change the Service price, sales commission percentage, or minimum payment threshold, with at least 30 days’ notice before the new terms take effect.

4.7 Deferred Payment Option You may initially use the Service without charge, but you authorize us to deduct any accumulated fees from future payments. If after one year, your sales have not covered the outstanding balance, we reserve the right to request payment.

4.8 Audits We will maintain accurate records to compute and verify fees payable to you. You have the right, once a year, to audit these records with a certified accounting firm, provided you give at least 30 days’ notice.

Duration and Termination

5.1 Duration and Termination Process Our contractual relationship begins upon your registration on the Platform and your explicit acceptance of these Terms of Use. The duration is initially unspecified. Either you or we may terminate the Service at any time, provided that a 30-day notice is given from the intended termination date.

Upon termination, any outstanding amounts must be paid to us within five (5) days of the notice, or any positive balance will be transferred to you. Before termination, you must remove your Content from the Digital Music Services (DMSs) using the Platform’s “Takedown” functionality. We reserve the right to suspend your account, block access, and delete all files and information you uploaded. The termination does not affect the accrued rights and obligations up to the termination date.

5.2 Grounds for Termination by Us We may terminate our relationship and the Service under the following circumstances:

  • If you breach any terms and fail to remedy the breach within two (2) days of notice.
  • Non-payment of outstanding balances as outlined in Section 4.7.
  • Involvement in liquidation or insolvency proceedings that are not resolved within sixty (60) days.
  • Infringement of our Intellectual Property Rights.
  • Violation of our Anti-Fraud Policy.
  • Engagement in unlawful activities using the Platform or Service.

5.3 Obligations Upon Termination All costs incurred for any Service provided up until the termination date must be fully paid by you.

5.4 Liability and Surviving Obligations We are not liable for damages resulting from the termination of our relationship as per these Terms. Rights and obligations in sections intended to survive will continue post-termination.

Despite the termination, any contracts with third parties that were in force before the termination notification will remain effective if they are still active.

Intellectual Property Rights

6.1 Ownership and Licensing Rights This agreement does not grant you any property rights in the Platform or any of its components. We retain exclusive ownership and licensing rights to the Platform, our trademarks, technology, and related intellectual property. This includes copyrights, patents, trademarks, registered marks, trade secrets, and any confidential and proprietary information. All such rights are expressly reserved by us.

6.2 Your Content Rights and Authorizations By uploading Your Content to our servers, you acknowledge:

  • We have the right to manage Your Content, including recordings, videos, compositions, and artwork, through the Digital Music Services you select, globally and for the duration of our relationship, including under section 5.4.
  • You possess all necessary rights or permissions to upload and exploit Your Content as described in this agreement, ensuring it does not infringe on any third-party copyrights or other rights.
  • We are authorized to grant synchronization licenses to third parties for Your Content worldwide during our agreement.

6.3 Copyleft Content and Rights Organizations If any of Your Content under a “copyleft license” was created by individuals not associated with any Performing Right Organization (e.g., SACEM, MCPS, SGAE, GEMA), you authorize us, following section 4.4, to claim royalties, levies, or duties on their behalf from these organizations in each country for such content.

6.4 Record Label and Distribution Rights When distributing content through the Platform, you must specify the record label for each release. This includes phonographic producers associated with Collective Management Societies (CMOs) like SCPP, PPL, AGEDI, CAPIF, etc. If you distribute using any “Public Label Name” on the platform, you agree to:

  • Transfer to us the Reproduction Rights and Public Communication Rights of your contents (sound recordings or music videos) distributed via the platform.
  • Authorize us to claim on your behalf any rights, charges, or obligations collected by CMOs in each country regarding said content, in accordance with section 4.4.

Fraud

7.1 Commitment to Preventing Fraud We dedicate significant resources to preventing automated and fraudulent activities. By accepting these Terms of Use, you also acknowledge and agree to our Anti-Fraud Policy, accessible in the “Legal” section of your account. This policy includes a commitment that you, or any third party on your behalf, will not engage in or authorize any automated, fraudulent, or otherwise invalid playback actions, particularly in Digital Music Services.

7.2 Three-Strike Policy Our Anti-Fraud Policy includes a strict three-strike system. Please review this policy carefully to understand the implications, as we enforce it rigorously to maintain the integrity of our services and platform.

Privacy

8.1 Data Protection and Privacy Policy Our approach to data protection and your privacy is detailed in our Privacy Policy. Accepting these Terms of Use also means you acknowledge and agree to our Privacy Policy. This policy forms an integral part of our contractual relationship. You can find the Privacy Policy in the “Legal” section of your account.

Warranty and Limitation of Liability

9.1 Platform and Service Warranties We do not guarantee that the Platform and Service will meet all your requirements. The Services and Platform are provided “as is” without any express warranties except as stated in these Terms of Use. We disclaim implied warranties including non-infringement, merchantability, and fitness for a particular purpose. The Platform may not have been tested in all operating environments, and we do not guarantee uninterrupted operation or error-free functionality. All other express or implied warranties are excluded to the fullest extent permitted by law. Neither we nor our third-party suppliers or partners are liable for indirect, special, incidental, consequential damages, or any loss of profits, data, or the cost of recovering such data.

9.2 Indemnity You agree to assume all liability and will defend, indemnify, and hold us and any involved parties harmless for the use of the Platform and Service.

9.3 Liability Limitation Our liability, whether due to negligence, breach of contract, or otherwise, is limited to the total fees paid by you in the 12 months preceding the claim.

9.4 Exclusion of Certain Damages We are not liable for direct or indirect loss of profits, savings, goodwill, reputation, revenue, anticipated savings, business, opportunity, or any similar economic loss. This includes special, indirect, consequential, or incidental damages arising from contract, warranty, tort, strict liability, negligence, or otherwise, even if advised of the possibility of such damages.

9.5 Compliance with Rights and Internet Service Provider Liability We respect third-party rights, including copyright and personality rights, and expect the same from our clients. In line with the European Directive on the Liability of Internet Service Providers, we will promptly remove or disable access to material on the Platform and/or Service that infringes on third-party rights upon notification.

Miscellaneous

10.1 Non-assignment You are not permitted to assign your account or any rights associated with it to any third party, including group companies, without our express prior written consent.

10.2 Severability Should any part of this Agreement be deemed invalid or unenforceable, that part will be enforced to the maximum extent possible, while the remaining provisions will continue to be valid and enforceable.

10.3 Promotion We are not obligated to conduct any online promotion or marketing of Your Content as part of these Terms of Use. Optional promotional services may be available for separate contracting.

10.4 Amendments We reserve the right to amend these Terms of Use, the Anti-Fraud Policy, the Privacy Policy, or any related documents. New terms will replace previous versions. We will notify you at least ten (10) days before any amendment takes effect. Continued use of the Service and/or Platform after an amendment indicates your acceptance of the new terms. Our failure to enforce any provision at any time does not waive our right to enforce it later.

10.5 Confidentiality Any information we provide to you (including platform statistics, performance KPIs, marketing materials, etc.) should be treated as confidential. You agree not to use, disclose, transmit to third parties, or publicize this information without our prior written consent.

10.6 Law and Jurisdiction This Agreement is governed by the laws of Ireland. Disputes or claims arising from this contract, including its formation, performance, breach, termination, or non-contractual claims, will be resolved by arbitration according to the WIPO Arbitration Rules, unless local regulations dictate otherwise due to the nature of the End User. Arbitration will be held in Dublin, Ireland, in English, and conducted by a sole arbitrator. If applicable, claims or lawsuits between parties will be resolved by the Courts of Dublin, Ireland.