Terms & Conditions

Last updated: [insert date]

1. Who we are

These Terms & Conditions (“Terms”) govern your access to and use of websites, portals, products and services operated by or on behalf of SAP Music Group, including but not limited to SAP Media Publishing Ltd (UK), SAP Media Publishing LLC (US), Trust Music and related platforms (collectively, “SAP Music Group”, “we”, “us” or “our”).

Our main websites include: sapmusicgroup.com, sapmusicgroup.com/publishing, trustmusic.net and fhcloudy.com, as well as our client and publishing portals such as pub.sapmusicgroup.com. Additional or service-specific terms may apply to certain products, portals or agreements.

2. Acceptance of these Terms

By accessing or using our websites, portals or services (together, the “Services”) you agree to be bound by these Terms and by any additional terms we make available to you (for example, distribution or publishing agreements, royalty statements or portal terms).

If you do not agree with these Terms, you must not use the Services. If you are using the Services on behalf of a company, label, publisher or other entity, you confirm that you are authorised to bind that entity and that “you” refers to both you and that entity.

3. Eligibility & accounts

You must be at least the age of majority in your place of residence to use the Services, or have the consent of a parent or legal guardian.

To access certain parts of the Services, including client or publishing portals, you may need to create an account or be invited as an authorised user. You agree to:

• provide accurate and up-to-date registration details,
• keep your login credentials secure, and
• notify us promptly of any unauthorised use of your account.

4. Our Services

SAP Music Group provides a range of services across distribution, publishing, neighboring rights, sync licensing, marketing and related technology, including through SAP Music Group Publishing at sapmusicgroup.com/publishing .

Specific commercial terms (such as royalty rates, advances, rights granted, territories, term and delivery obligations) are set out in the relevant written agreement between you and SAP Music Group. If there is any conflict between these Terms and a signed written agreement, the signed agreement will prevail for the subject matter it covers.

5. User responsibilities

You agree that you will not, and will not permit anyone else to:

• use the Services in any way that is unlawful, fraudulent or misleading;
• infringe or misappropriate any copyright, neighbouring right, trade mark, design, database right, confidentiality or other right;
• upload or transmit viruses, malware or other harmful code;
• attempt to gain unauthorised access to any systems, accounts or data; or
• scrape, harvest or otherwise collect data from the Services except as allowed under a written agreement with us or applicable law.

6. Intellectual property

All content made available through the Services (including text, graphics, logos, interfaces, software, data and audio-visual material) is owned by or licensed to SAP Music Group and is protected by copyright and other laws.

Unless we explicitly agree otherwise in writing, you may use our content only for your own internal and lawful business purposes in connection with your relationship with SAP Music Group, and you may not reproduce, distribute, publicly perform, publicly display, modify or create derivative works from it except as permitted by applicable law.

7. Your content & rights you grant

As between you and us, you retain ownership of all music, recordings, compositions, artwork, metadata and other materials you submit to us or deliver through our Services (“Your Content”), subject to any rights granted to us under your distribution, publishing or other agreements.

By submitting or delivering Your Content through the Services, you confirm that:

• you have all rights, licences, consents and permissions necessary to grant the rights set out in your agreements with us;
• Your Content does not infringe the rights of any third party; and
• all associated metadata and ownership information you provide is accurate and complete to the best of your knowledge.

You grant SAP Music Group the rights needed for us to operate the Services, administer your royalties, and perform under any relevant agreement with you (for example, to copy, store, process, adapt and distribute Your Content and related data to digital service providers, collection societies and licensing partners).

8. Royalties, statements & data

Where we provide you with royalty or income statements through pub.sapmusicgroup.com or other reporting tools, such statements are prepared based on information received from third parties (for example DSPs, PROs, CMOs and other partners). While we take reasonable steps to process this information accurately, data may be subject to later corrections or adjustments.

You are responsible for reviewing your statements and notifying us promptly of any questions or disputes within the time periods set out in your underlying agreement. Access to royalty data does not create any rights in Your Content beyond those granted in your contract.

9. Third-party services & links

The Services may contain links to third-party websites or services (including DSPs, social networks, marketing tools and payment providers). We do not control and are not responsible for these third-party services or their content, terms or privacy practices.

Your use of any third-party service is at your own risk and may be governed by separate terms and policies between you and that provider.

10. Disclaimers

The Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we do not give any guarantee that the Services will be uninterrupted, error-free or free of harmful components, or that any particular result, placement or level of income will be achieved.

Nothing in the Services constitutes legal, tax or financial advice. You should obtain your own professional advice tailored to your circumstances.

11. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (for example, liability for fraud or fraudulent misrepresentation).

Subject to the above, and to any different provisions contained in a written agreement with you, SAP Music Group and its affiliates will not be liable for:

• any indirect, consequential, exemplary or special loss or damage;
• any loss of profit, revenue, contracts, data, goodwill or anticipated savings; or
• any loss or damage that you could reasonably have avoided by taking reasonable steps, including following our instructions and keeping copies of Your Content.

Where our liability cannot be excluded, and unless a different cap is agreed in a signed contract, our total aggregate liability arising out of or in connection with the Services will be limited to the greater of (a) the fees you paid to SAP Music Group for the relevant Service in the 12 months before the event giving rise to the claim, or (b) USD 1,000 (or local currency equivalent).

12. Indemnity

You agree to indemnify and hold harmless SAP Music Group, its affiliates and their directors, officers, employees and agents from and against any claims, damages, losses, costs and expenses (including reasonable legal fees) arising out of or related to:

• Your Content and its use in accordance with your agreement with us;
• your breach of these Terms or of any other applicable agreement; or
• your use or misuse of the Services.

13. Term, suspension & termination

We may suspend or restrict access to the Services, or terminate your account, where we reasonably believe that you have breached these Terms, your underlying agreement, or applicable law, or where we are required to do so by a court, regulator or partner.

Termination or suspension of access to a portal does not, by itself, terminate any existing distribution, publishing or other commercial agreement between you and SAP Music Group unless expressly stated in writing.

14. Changes to these Terms and to the Services

We may update these Terms from time to time, for example to reflect changes in our Services, business practices or legal requirements. When we make material changes, we will take steps we consider appropriate to inform you (for example by updating the date at the top of this page, posting a notice on our website or notifying registered users by email or through a portal).

If you continue to use the Services after updated Terms take effect, you will be deemed to have accepted the updated Terms.

15. Governing law & jurisdiction

Unless we specify otherwise in a separate written agreement with you, these Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, except that SAP Music Group may bring proceedings in any other jurisdiction where you reside or where Your Content is exploited.

16. Contact us

If you have any questions about these Terms, please contact us at:
Email: info@sapmusicgroup.com
Website: sapmusicgroup.com