Streaming Royalty Calculator

BACKGROUND:

These Terms of Sale set out the terms under which Paid Content, accessed via Subscription, is sold by Us to customers through this website http://www.streamingroyaltycalculator.com/ (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before purchasing a Subscription. You will be required to read and accept these Terms of Sale when ordering a Subscription. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase a Subscription and access Paid Content through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.

If you are a consumer (see definition detailed 4.1) you will benefit for the additional sub-Clauses found at 17.

1. Definitions and Interpretation

In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Contract”	means a contract for the purchase of a Subscription to access Paid Content, as explained in Clause 6;
“Data Protection Legislation”	means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;
“Paid Content”	means access to Content and tools sold by Us through Our Site which includes, but is not limited to, the ability to upload royalty statements to enable analytical data to be provided. Any analytical data is provided to give an overall idea and We make no guarantee that the output is accurate;
“Subscription”	means a level of subscription, whether monthly or yearly, You decide to purchase when placing an order. Thereafter You will be provided with Paid Content which matches the Subscription package paid for;
“Subscription Confirmation”	means Our acceptance and confirmation of your purchase of a Subscription; and
“We/Us/Our”	means Hydrus Media a company registered in England.

2. Information About Us

Our Site, http://www.streamingroyaltycalculator.com/ is owned and operated by Hydrus Media Ltd a company registered in England under company number 12190716 with a registered office address of 467 Rainham Road South, Dagenham, Essex, England, RM10 7XJ

3. Access to and Use of Our Site

3.1 Access to Our Site is free of charge. However certain function of Our Site will only work with a paid for Subscription.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

4. Business Customers and Consumers

4.1 These Terms of Sale deal primarily with business customers. However if you are a consumer, (that is, not in connection with, or for use in, a trade, business, craft of profession), You will additionally benefit from the Clauses found at 17.

4.2 For the avoidance of doubt business customers may not rely upon the Clauses set out at Clause 17.

4.3 These Terms of Sale constitute the entire agreement between Us and you with respect to your purchase of Subscriptions and Paid Content from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

5. Subscriptions, Paid Content, Pricing and Availability

5.1 Upon payment of the relevant Subscription You will be given access to Paid Content and any tools relevant to Your Subscription. Whilst We endeavour to ensure correct analytical data is displayed the output can vary. This is due to changes in the industry and the format being provided amongst other elements. Therefore any data produced by the Paid Content or Our tools should not be considered 100% accurate.

5.2 We may from time to time change Our prices. Changes in price will not affect any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription. We will inform you of any change in price at least 14 days before the change is due to take effect. If you do not agree to such a change, you may cancel the Contract as described in sub-Clause 10.2 or 11.1.

5.3 Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect your use of that Paid Content. However, if any change is made that would affect your use of the Paid Content, suitable information will be provided to you.

5.4 In some cases, as described in the relevant content descriptions, We may also make more significant changes to the Paid Content. If We do so, We will inform you at least 14 days before the changes are due to take effect. If you do not agree to the changes, you may cancel the Contract as described in sub-Clause 11.1.

5.5 Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to you before you purchased your Subscription to access the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.

5.6 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. Changes in prices will not affect any order that you have already placed (please note sub-Clause 5.9 regarding VAT, however).

5.7 All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, We will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase the Subscription at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you within 14 days, We will treat your order as cancelled and notify you of this in writing.

5.8 If We discover an error in the price or description of your Subscription after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 11.4.

5.9 If the price of a Subscription that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order. Subsequent Subscriptions and renewals will be charged at the new price.

5.10 Prices on Our Site are shown exclusive of VAT. If the VAT rate changes between your order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

6. Orders – How Contracts Are Formed

6.1 Our Site will guide you through the process of purchasing a Subscription. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.

6.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give Us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from you providing incorrect or incomplete information.

6.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a Subscription Confirmation will there be a legally binding Contract between Us and you.

6.4 Subscription Confirmations shall contain the following information:

6.4.1 Confirmation of the Subscription ordered including full details of the main characteristics of the Subscription and Paid Content available as part of it;

6.4.2 Fully itemised pricing for your Subscription including, where appropriate, taxes, and other additional charges;

6.4.3 The duration of your Subscription (including the start date, and the renewal date);

6.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you.

6.6 Any refunds due under this Clause 6 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

6.7 Refunds under this Clause 6 will be made using the same payment method that you used when purchasing your Subscription.

7. Payment

7.1 Payment for Subscriptions must always be made in advance. Your chosen payment method will be charged when We process your order and send you a Subscription Confirmation and on each renewal date.

7.2 Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction of withholding of tax is required by law).

7.3 We accept the following methods of payment on Our Site:

7.3.1 Paypal.

7.4 If you do not make any payment due to Us on time, We will suspend your access to the Paid Content. For more information, please refer to sub-Clause 8.4. If you do not make payment within 14 days of Our reminder, We may cancel the Contract. Any outstanding sums due to Us will remain due and payable.

7.5 If you believe that We have charged you an incorrect amount, please contact Us at............................. as soon as reasonably possible to let Us know. You will not be charged for Paid Content while availability is suspended.

8. Provision of Paid Content

8.1 Paid Content appropriate to your Subscription will be available to you immediately when We send you a Subscription Confirmation and will continue to be available for the duration of your Subscription (including any renewals), or until the Contract is otherwise ended.

8.2 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:

8.2.1 To fix technical problems or to make necessary minor technical changes, as described above in sub-Clause 5.2;

8.2.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements, as described above in sub-Clause 5.2; or

8.2.3 To make more significant changes to the Paid Content, as described above in sub-Clause 5.3.

8.3 If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 8.2, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform you as soon as reasonably possible after suspension). You will not be charged while availability is suspended and your Subscription will be extended by a period equivalent to the length of the suspension (unless the period of suspension is less than 5 days. If the suspension lasts (or We tell you that it is going to last) for more than 6 days, you may end the Contract as described below in sub-Clause 10.2 and 11.2.

8.4 We may suspend provision of the Paid Content if We do not receive payment on time from you. We will inform you of the non-payment on the due date, however if you do not make payment within 7 days of Our notice, We may suspend provision of the Paid Content until We have received all outstanding sums due from you. If We do suspend provision of the Paid Content, We will inform you of the suspension. You will not be charged for any Paid Content while provision is suspended.

8.5 If you are a Consumer please additionally see sub-Clause 17.2.

9. Licence

9.1 When you purchase a Subscription to access Paid Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for your own purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).

9.2 The licence granted to you under sub-Clause 9.1 is subject to the following usage restrictions and/or permissions:

9.2.1 Subject to Sub-Clause 9.1, You may not copy rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).

10. Ending Your Subscription

10.1 If you are a Consumer, please see sub-Clauses 17.2-17.4 in respect of “cooling-off.

10.2 You may cancel your Subscription at any time, however subject to sub-Clause 10.3 and Clause 11 (outlining your rights to cancel arising due to something done by Us), We cannot offer any refunds and you will continue to have access to the Paid Content for the remainder of your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end. You must ensure You download any reports or data required prior to end of your Subscription. After this time the reports and any data will not be accessible by You.

10.3 If you purchase a Subscription by mistake (or allow your Subscription to renew by mistake), please inform Us as soon as possible and do not attempt to access any Paid Content. Provided you have not accessed any Paid Content since the start date (or renewal date, as appropriate) of the Subscription We will be able to cancel the Subscription and issue a full refund. If you have accessed any Paid Content once the Subscription has started, We will not be able to offer any refund and you will continue to have access to the Paid Content for the remainder of the Subscription (up until the renewal or expiry date, as applicable).

10.4 If you wish to exercise your right to cancel under this Clause 10, you may inform Us of your cancellation in any way you wish. Cancellation by email or by post is effective from the date on which you send Us your message. If you would prefer to contact Us directly to cancel, please contact us using the postal address set out at sub-Clause 2.1 or by email at …....................................

In each case, providing Us with your name, address, email address and telephone number.

10.5 Refunds under this Clause 10 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.

10.6 Refunds under this Clause 10 will be made using the same payment method that you used when purchasing your Subscription.

11. Ending the Contract Because of Something We Have Done (or Will Do)

11.1 You may end the Contract at any time if We have informed you of a forthcoming change to your Subscription or the Paid Content (as described in sub-Clauses 5.1 or 5.3), or to these Terms of Sale that you do not agree to. If the change is set to take effect or apply to you before the end of your current Subscription, We will issue you with a pro-rated refund equal to the remaining time left in that Subscription. If the change will not take effect or apply to you until the expiry of your current Subscription, the Contract will end at the end of that Subscription period and you will continue to have access to the Paid Content until that date.

11.2 If We have suspended availability of the Paid Content for more than 5 days, or We have informed you that We are going to suspend availability for more than 5 days, You may end the Contract immediately, as described in sub-Clause 8.3. If you end the Contract for this reason, We will issue you with a partial refund.

11.3 If availability of the Paid Content will be significantly delayed because of events outside of Our control, you may end the Contract immediately. See sub-Clause 13.2.6 for more information.

11.4 If We inform you of an error in the price or description of your Subscription or the Paid Content and you wish to end the Contract as a result, you may end it immediately.

11.5 You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation.

11.6 If you wish to exercise your right to cancel under this Clause 11, you may inform Us of your cancellation in any way you wish. If you would prefer to contact Us directly to cancel, please contact us using the postal address set out at sub-Clause 2.1 or by email at …....................................

In each case, providing Us with your name, address, email address and telephone number.

11.7 Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 14 days of the day on which you inform Us that you wish to cancel.

11.8 Refunds under this Clause 11 will be made using the same payment method that you used when purchasing your Subscription.

12 Our Liability

12.1 Subject to sub-Clause 12.3, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

12.2 Subject to sub-Clause 12.3, Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 50% of the total sums paid, in a 12 month period, by you under the contract or, the sum of £250, whichever is the greater sum.

12.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

13. Events Outside of Our Control (Force Majeure)

13.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), pandemic, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

13.2 If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

13.2.1 We will inform you as soon as is reasonably possible;

13.2.2 We will take all reasonable steps to minimise the delay;

13.2.3 To the extent that We cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

13.2.4 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Paid Content as necessary;

13.2.5 If the event outside of Our control continues for more than 30 days We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 14 days of the date on which the Contract is cancelled and will be made using the same payment method that you used when ordering your Subscription.

13.2.6 If an event outside of Our control occurs and continues for more than 30 days and you wish to cancel the Contract as a result, you may do so in any way you wish. If you would prefer to contact Us directly to cancel, please contact us using the postal address set out at sub-Clause 2.1 or by email at …....................................

In each case, providing Us with your name, address, email address and telephone number.

14. Communication, Contact Details and Complaints and Feedback

14.1 If you wish to contact Us with general questions or complaints, you may contact us using the contact details provided at sub-Clause 2.1 or by email at …............................

15. How We Use Your Personal Information (Data Protection)

15.1 All personal data that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

15.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy & Cookies Policy available on Our Site.

16. Other Important Terms

16.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

16.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.

16.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

16.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

16.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

16.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them (also see sub-Clause 11.1 above).

17. Consumer Clauses

This Clause 17 applies only to Consumers who purchase a Subscription. All other Clauses apply to both business and consumers.

Age Restriction

17.1 You may only purchase a Subscription and access Paid Content if you are at least 18 years of age.

Cooling Off

17.2 When you place an order for a Subscription, you will be required to expressly acknowledge that you wish the Paid Content to be made available to you immediately. You will also be required to expressly acknowledge that by accessing (e.g. downloading or streaming) the Paid Content, you will lose your legal right to cancel if you change your mind (the “cooling-off period).

17.3 If you are a Consumer, by default you have a legal right to a “cooling off” period within which you can cancel the Contract for any reason, including if you have changed your mind, and receive a refund. The period begins once We have sent you your Subscription Confirmation (i.e. when the Contract between you and Us is formed) and ends when you access (e.g. download or stream) the Paid Content, or 14 calendar days after the date of Our Subscription Confirmation, whichever occurs first. If you wish to exercise your right to the cooling off period please contact us using the details found at sub-Clause 2.1 or by email to …....................

17.4 After the cooling-off period you may cancel the Subscription in accordance Clause 11.

Our Liability to Consumers

17.5 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms of Sale (or the Contract) or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.

17.6 If, as a result of Our failure to exercise reasonable care and skill, any digital content (including but not limited to Paid Content) from Our Site damages your device or other digital content belonging to you, We will either repair the damage or pay you appropriate compensation. Please note We will not be liable under the provision if:

17.6.1 We have informed you or the problem and provided a free update designed to fix it, but you have not applied the update; or

17.6.2 The damage has been caused by your own failure to follow Our instructions; or

17.6.3 Your device does not meet any relevant minimum system requirements that We have made you aware of before you purchased the Subscription.

18. Law and Jurisdiction

18.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

18.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18.3 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in sub-Clause 18.1 above takes away or reduces your rights as a consumer to rely on those provisions.

18.4 If you are a consumer, any disputes, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.