Terms of Service
TERMS AND CONDITIONS OF USE
Last Updated: September 2024
Aries Music LLC, hereafter referred to as Zndrke, is a company registered in the State of Delaware under registration number 57552-04, with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, United States. This entity, directly or indirectly, has the organizational and technical resources to manage, digitize, and distribute artists' works through digital distribution and sales channels. In view of the above, both parties hereby expressly and voluntarily agree to the following:
1. ACCEPTANCE OF THESE TERMS
1.1 By registering for, accessing, or using the services offered by zndrke.com (hereinafter, the "Platform"), you acknowledge that you have read and agree to be bound by these Terms and Conditions (hereinafter, the "Terms"). If you do not accept any part of these Terms, you must refrain from using the Platform.
1.2 These Terms constitute a legally binding agreement between you (hereinafter, the "User" or "Artist") and Zndrke ("we," "us," or "our"), the entity operating the Platform.
1.3 Modifications. We reserve the right to modify or update these Terms at any time. We will notify you of such changes by the usual means (email, notices on the Platform, etc.). Your continued use of the Platform after notification will constitute your acceptance of any revised Terms.
2. DEFINITIONS
For clarity in reading and interpreting these Terms:
- "Platform": The zndrke.com website and/or application, offering digital music and audio distribution services.
- "User" or "Artist": Any individual or legal entity who registers on the Platform to upload Content for distribution.
- "Content": Any musical work (audio or audiovisual), composition, metadata, cover art, images, text, or other material that the User provides to the Platform.
- "Digital Stores": Third-party platforms such as Spotify, Apple Music, Deezer, YouTube Music, Amazon Music, etc., to which we distribute the Content for commercial and/or monetization purposes.
- "Royalties": Revenue generated by the exploitation (sales, streams, etc.) of the Content in the Digital Stores.
- "Commissions": A percentage, flat fee, or combination of both that Zndrke retains from the Royalties to cover administration, processing, and/or use of the Platform, depending on the chosen plan.
- "AI" (Artificial Intelligence): Technologies or tools that can generate, transform, or assist in the creation of musical or sonic material via machine learning models or other related computational techniques.
3. REGISTRATION AND USER ACCOUNT
3.1 Eligibility and Capacity
By creating an account, you represent that you are of legal age in your jurisdiction and have the full legal capacity to accept these Terms. If you act on behalf of an organization, you confirm you are duly authorized to legally bind that organization.
3.2 Accurate Information
You agree to provide accurate, current, and complete information (e.g., name, email address, billing information). You are responsible for keeping your account details up to date.
3.3 Account Responsibility
You are responsible for maintaining the confidentiality of your credentials (username and password), as well as for all activities occurring under your account. Please notify us immediately of any unauthorized use or security breach.
3.4 Suspension or Termination of Account
We may suspend or terminate your account if you breach these Terms, upload infringing Content, or misuse the Platform.
4. DISTRIBUTION SERVICES
4.1 Service Description
Zndrke operates as an aggregator, sending your Content to Digital Stores to facilitate its publication and/or monetization. We do not guarantee acceptance or availability of your Content on any particular platform or territory, as this is subject to external policies beyond our control.
4.2 Plans and Features
We offer subscription plans (free or paid) with different features (number of releases allowed, commissions, support options, etc.). We recommend reviewing the details of each plan carefully on the Platform before subscribing.
4.3 Content Removal or Blocking
We reserve the right to remove your Content from our database and from any Digital Stores if:
- We detect or suspect an infringement of copyright or other third-party rights,
- You breach these Terms,
- We receive valid complaints from third parties, or
- The Digital Stores themselves request removal pursuant to their own policies.
5. COPYRIGHT POLICY ("ZERO TOLERANCE")
5.1 Ownership Warranty
By uploading any Content, you represent and warrant that you own all rights necessary for its exploitation (including the master recording and/or composition copyright, as applicable), or that you hold all licenses or permissions required to do so.
5.2 Originality and Sample Permissions
Only original Content is permitted. If you use samples, remixes, collaborations, or cover versions, you must have the required written permissions. Zndrke reserves the right to request evidence that substantiates your rights over the Content.
5.3 AI-Generated or AI-Assisted Content
5.3.1 If your Content is created, in whole or in part, using Artificial Intelligence tools, you represent and warrant that:
- You possess the rights or licenses necessary for all materials used as input (training data, voices, styles, etc.) in the creation process.
- The final work does not infringe the rights of third parties, including voice rights or unauthorized appropriation of existing works.
- You have not violated any image rights, privacy rights, or other intellectual property rights.
5.3.2 You affirm that the same rules of ownership and licensing apply to AI-assisted music as they would to any "traditional" work.
5.3.3 Zndrke may require additional documentation to prove you are legally entitled to commercially exploit the AI-generated or AI-assisted Content.
5.4 Infringement and Penalties
- Account Suspension/Termination: If we detect infringing Content, we may suspend or terminate your account immediately.
- Withholding of Royalties: We may withhold pending Royalties while investigating the alleged infringement or until the matter is resolved.
- Indemnification: You agree to indemnify and hold harmless Zndrke, the Digital Stores, and/or any affected third party for any damages, costs, and legal fees arising from your infringement.
5.5 Cooperation with Authorities
We may disclose relevant information to judicial or government authorities, or to third parties holding legitimate rights, in the event of investigations or well-founded copyright infringement claims.
6. RIGHTS GRANTED TO ZNDRKE
6.1 Distribution License
You grant Zndrke a non-exclusive, worldwide, sublicensable, and transferable license to:
- Reproduce, distribute, publicly perform, and make available your Content in Digital Stores for commercial exploitation.
- Use your name, brand, likeness, logos, and any other identifying elements tied to your Content for promotional and distribution purposes, insofar as they relate to the services provided.
6.2 License Duration
This license remains in effect as long as you maintain an active account or until you request the removal of your Content from the Platform. However, the complete removal of your Content from Digital Stores may be subject to each store's own timelines and procedures.
6.3 Zndrke's Intellectual Property
All designs, software, trademarks, logos, or other distinctive signs belonging to Zndrke are our exclusive property. You may not use them without our express written permission.
7. ROYALTY PAYMENTS AND PAYMENT THRESHOLD
7.1 Collection of Revenues
Digital Stores will pay Zndrke any revenue generated by your Content (sales, streams, etc.). We will then remit your portion of these Royalties to you, minus any applicable commissions and expenses, according to your chosen plan.
7.2 Commissions and Deductions
7.2.1 Zndrke will retain a Commission in accordance with the plan you have selected. Some plans offer 100% of the Royalties generated to the User, while others provide for a variable Commission based on the conditions agreed upon for each plan.
7.2.2 Additionally, we may deduct bank fees, transfer costs, withholding taxes, or other reasonable expenses related to payment processing.
7.3 Payment Threshold
- We will only remit your Royalties once you reach a minimum threshold of 50 USD.
- If you do not meet that amount in a given settlement period, the balance will roll over to subsequent periods until you surpass this threshold.
7.4 Reports and Payment Schedule
- We will provide periodic reports (e.g., monthly or quarterly) based on the information provided by the Digital Stores.
- Any delay in receiving data or payments from these stores may consequently delay your Royalty payments.
7.5 Tax Responsibility
You are solely responsible for reporting and paying any taxes applicable to the income you earn through the Platform, in accordance with the tax laws of your country or region.
8. USER OBLIGATIONS
8.1 Up-to-Date Information
You must ensure your profile and payment details remain accurate at all times. Any changes should be promptly reflected in your account.
8.2 Conduct and Acceptable Use
You agree not to use the Platform for illegal purposes or in violation of these Terms. You must not introduce viruses, malware, or engage in activities that compromise the security or functionality of Zndrke.
8.3 Enforcement Measures
In the event of any breach of these Terms, we may take the measures we deem necessary, including but not limited to suspending your account and withholding Royalties, without prejudice to any applicable legal actions.
9. LIMITATION OF LIABILITY
9.1 Use of the Platform
You use the Platform at your own risk. We do not guarantee uninterrupted service, error-free operation, or that it will fully meet your expectations.
9.2 Digital Stores
Zndrke is not liable for decisions, policies, or delays caused by the Digital Stores (e.g., rejections of your Content, inaccuracies in their reports, payment schedules, etc.). Specific disputes with a Digital Store must generally be handled through that store's internal procedures.
9.3 Indirect Damages
To the fullest extent allowed by law, we will not be liable for indirect, incidental, punitive, or consequential damages, or for any loss of profits, business opportunities, or reputation resulting from your use of the Platform.
9.4 Indemnification
You agree to defend, indemnify, and hold harmless Zndrke and its affiliates, officers, and employees from any claims, damages, or legal fees (including reasonable attorneys' fees) arising out of or related to:
- Your breach of these Terms,
- Your infringement of third-party rights, including copyrights, or
- Any dispute arising from the Content you upload or distribute via the Platform.
10. TERM AND TERMINATION
10.1 Term
These Terms remain in effect as long as you maintain an active account on the Platform or use our services.
10.2 Voluntary Termination
You may terminate your account at any time by notifying us in writing or using any available account termination tools on the Platform. We will stop distributing your Content to new Digital Stores, but removing it from existing ones may take time according to each store's policies.
10.3 Termination for Breach
We may suspend or terminate your account immediately if:
- You commit a severe or repeated breach of these Terms,
- You upload Content deemed infringing of third-party rights (including AI-related infringements), or
- We receive valid complaints of illegal or harmful conduct.
10.4 Effects of Termination
- We will withhold any disputed Royalties until the issue is resolved.
- We will continue to receive pending reports from the Digital Stores and, if applicable, disburse any owed Royalties, provided you meet the 50 USD threshold and there are no outstanding third-party claims.
11. PRIVACY AND DATA PROTECTION
11.1 Privacy Policy
The treatment of your personal data is governed by our Privacy Policy, which is an integral part of these Terms. By using the Platform, you consent to the collection and use of your information in accordance with that policy.
11.2 Data Disclosure
In the event of a dispute or investigation regarding possible copyright infringement, we may disclose relevant information to authorities, rights holders, or other legitimate parties, in compliance with applicable data protection regulations.
12. SERVICE MODIFICATIONS
12.1 Right to Modify
We may modify, suspend, or discontinue any features of the Platform, in whole or in part, at any time, without incurring liability to you or any third party.
12.2 Notification of Changes
Where practicable, we will provide you with reasonable advance notice if changes significantly affect your use of the Platform.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 Applicable Law
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction where Zndrke has its principal place of business, or as otherwise specified on the Platform.
13.2 Amicable Resolution
The parties will endeavor to resolve any dispute arising from these Terms amicably. Should no agreement be reached, the dispute will be submitted to the competent courts in Zndrke's domicile, and both parties expressly waive any other venue that might otherwise apply.
14. GENERAL PROVISIONS
14.1 Severability
If any provision of these Terms is found invalid or unenforceable, all remaining provisions shall remain in full force and effect.
14.2 No Waiver
Any delay or failure by Zndrke to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
14.3 Entire Agreement
These Terms, together with the Privacy Policy and any additional agreements that may apply, constitute the entire understanding between the parties regarding the use of the Platform and supersede any prior agreements or understandings, whether oral or written.