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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, TikTok, Meta properties, and other DSPs, social platforms, UGC services, or digital exploitation channels 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.
  • "Streaming Manipulation": Any artificial, deceptive, irregular, incentivized, automated, coordinated, or non-organic activity intended or likely to inflate streams, views, saves, followers, playlist placements, engagement, chart position, recommendation signals, or royalty generation in Digital Stores.

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, restrict, or terminate your account, with or without prior notice, if you breach these Terms, upload infringing Content, engage in conduct that may expose Zndrke to legal, operational, financial, or reputational risk, or if your Content or account is flagged, reported, or investigated by one or more Digital Stores for suspected fraud, streaming manipulation, or other policy violations.

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, Blocking, and Anti-Fraud Measures

Zndrke reserves the right, at its sole discretion, to remove, block, suspend, disable, refuse distribution of, or otherwise restrict any Content, release, account, or related activity from the Platform and/or any Digital Stores at any time, with or without prior notice, if:

  • we detect, suspect, or are informed of any copyright infringement, neighboring rights infringement, trademark infringement, violation of image, privacy, or publicity rights, or any other third-party rights issue;
  • you breach these Terms or any applicable policies, guidelines, or technical requirements of any Digital Store;
  • we receive any complaint, notice, report, claim, alert, inquiry, or request from a third party, rights holder, collection society, authority, payment provider, anti-fraud provider, or Digital Store;
  • we detect, suspect, or receive reports of artificial streaming, click fraud, streaming manipulation, metadata abuse, artificial playlisting, non-organic traffic generation, incentivized engagement, or any other conduct that may compromise the integrity of Digital Store reporting or royalty allocation; or
  • we believe such action is necessary to protect Zndrke, its users, Digital Stores, rights holders, payment partners, or the integrity and reputation of the distribution network.

For the avoidance of doubt, Zndrke may take any of the actions described above even if the relevant conduct was not intentional, was carried out by a third party on your behalf, or resulted from promotional services marketed to you as legitimate.

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, Streaming Manipulation, and Penalties

5.4.1 Zero-Tolerance Policy. Zndrke maintains a strict zero-tolerance policy against streaming manipulation, click fraud, artificial engagement, and any activity intended or likely to artificially inflate streams, followers, saves, playlist placements, views, user interactions, or Royalties.

5.4.2 Prohibited Conduct. Prohibited conduct includes, without limitation:

  • the use of bots, scripts, automated systems, click farms, or similar tools;
  • paid or incentivized streams, views, or engagement not generated organically;
  • the purchase or sale of guaranteed streams, followers, playlist placements, or traffic;
  • the use of misleading, deceptive, or non-organic promotional services;
  • artificial playlisting, coordinated streaming schemes, or repeated abnormal listening patterns; and
  • any arrangement designed to distort Digital Store metrics, royalty calculations, popularity signals, recommendation systems, or chart performance.

5.4.3 Third-Party Promotion Services. You are solely responsible for all promotional services, marketing campaigns, traffic sources, and third-party providers engaged by you or on your behalf. Any activity generated by such third parties may be attributed to your account and Content for the purposes of enforcement under these Terms.

5.4.4 Zndrke’s Right to Act. If Zndrke detects, suspects, or receives alerts, reports, notices, or determinations from one or more Digital Stores or other reliable sources concerning possible Streaming Manipulation, click fraud, or irregular activity associated with your Content or account, Zndrke may, at its sole discretion and without liability:

  • suspend or terminate your account;
  • remove or disable part or all of your catalog from one or more Digital Stores;
  • place your account, releases, Royalties, and reports under review;
  • temporarily or permanently withhold royalty payments;
  • offset, deduct, recover, charge back, or refuse payment of Royalties associated with affected activity;
  • require that you provide explanations, documentation, traffic sources, campaign details, or other information;
  • refuse future uploads or releases; and
  • disclose relevant information to Digital Stores, rights holders, authorities, anti-fraud providers, or other legitimate parties.

5.4.5 No Obligation to Independently Investigate. You acknowledge and agree that Zndrke is not required to independently investigate disputed traffic patterns, promotional practices, or alleged manipulation, and may rely on alerts, notices, reports, or decisions issued by Digital Stores and other relevant parties.

5.4.6 Immediate Action. Zndrke may take immediate action, including takedown or account suspension, where required by Digital Store policy, where necessary to protect Zndrke’s commercial relationships, or where Zndrke reasonably believes delay may cause harm to its reputation, operations, or other users.

5.4.7 No Circumvention / Re-Upload Prohibition. You may not re-upload, redistribute, or otherwise make available any Content previously removed, blocked, or restricted for fraud, manipulation, or policy-related reasons, whether through the same account or any other account controlled by you or acting on your behalf. Any such attempt may result in permanent suspension and further action.

5.4.8 Indemnification. You agree to defend, indemnify, and hold harmless Zndrke, its affiliates, officers, employees, contractors, Digital Stores, and any affected third parties against any losses, damages, liabilities, penalties, offsets, withheld sums, costs, and legal expenses arising out of or related to Streaming Manipulation, click fraud, irregular activity, or any breach of this Section.

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, fraud inquiries, anti-abuse reviews, or Digital Store compliance actions.

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, Reviews, Holds, and Payment Delays

  • Royalty reports and payment schedules depend entirely on the reporting, accounting, verification, offsetting, clawback, and payment practices of the Digital Stores and other third-party partners.
  • Zndrke may delay, suspend, withhold, offset, or place under review any Royalty payment, in whole or in part, where: (i) a Digital Store has flagged or investigated the relevant Content or account; (ii) Zndrke has received fraud alerts, infringement notices, abnormal activity reports, or other compliance-related concerns; (iii) chargebacks, reversals, reserves, deductions, or offsets may apply; or (iv) Zndrke reasonably believes that payment may expose it to financial, legal, operational, or reputational risk.
  • Any such hold or review may remain in place until Zndrke determines, in its sole discretion, that the matter has been sufficiently resolved, clarified, or closed, including where relevant data, decisions, or recoveries from Digital Stores remain pending.
  • Zndrke shall have no liability for any delay, suspension, withholding, offset, or non-payment arising from Digital Store investigations, anti-fraud procedures, reporting delays, or compliance actions.

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

Without limiting any other rights or remedies available to Zndrke, if you breach these Terms, or if Zndrke suspects any conduct that may expose the Platform or its relationships with Digital Stores to legal, operational, financial, or reputational risk, Zndrke may take any enforcement measures it deems appropriate, including but not limited to:

  • warning notices;
  • rejection of uploads or releases;
  • temporary or permanent suspension of specific Content;
  • temporary or permanent suspension of your account;
  • withholding, reviewing, offsetting, or denying Royalties;
  • takedown requests or removal from one or more Digital Stores;
  • refusal of future service; and
  • legal action or cooperation with third parties and authorities.

These measures may be taken with or without prior notice where reasonably necessary to comply with Digital Store requirements or to protect Zndrke’s credibility, standing, and ongoing business relationships.

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, fraud actions, anti-abuse reviews, or takedown decisions). 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, employees, contractors, and service providers from any claims, damages, penalties, offsets, 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, trademarks, privacy rights, or publicity rights,
  • Any dispute arising from the Content you upload or distribute via the Platform, or
  • Any suspected or actual Streaming Manipulation, artificial traffic, click fraud, or policy violation associated with your account or Content.

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, restrict, or terminate your account immediately, with or without prior notice, if:

  • You commit a material, repeated, or serious breach of these Terms,
  • You upload or distribute Content that infringes third-party rights or violates applicable laws or platform policies,
  • We receive valid complaints, fraud alerts, infringement notices, or policy-related objections concerning your account or Content,
  • Your Content or activity is flagged by one or more Digital Stores for Streaming Manipulation, irregular traffic, click fraud, artificial engagement, or similar anti-fraud concerns, or
  • Zndrke reasonably determines that continuing to distribute your Content may jeopardize its relationships, credibility, reputation, or continued access to one or more Digital Stores.

10.4 Effects of Termination

  • Zndrke may immediately stop distributing your Content, request takedowns, or disable access to your catalog on the Platform and/or in Digital Stores.
  • Zndrke may withhold, suspend, offset, reduce, recover, or refuse to pay any Royalties that are disputed, under review, associated with irregular activity, or otherwise subject to claims, reserves, reversals, or anti-fraud procedures.
  • Zndrke may continue to receive late reports, post-termination statements, deductions, offsets, reversals, or claims from Digital Stores for previously distributed Content.
  • Any payment that Zndrke determines to be legitimately due after all relevant reviews, offsets, and claims have been resolved shall remain subject to the applicable payment threshold and any other requirements under these Terms.
  • Termination or suspension shall not limit Zndrke’s right to pursue indemnification, recovery, injunctive relief, or any other available remedy.

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, suspected fraud, policy violations, or Digital Store compliance matters, we may disclose relevant information to authorities, rights holders, anti-fraud providers, processors, 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.