Terms and conditions

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TERMS AND CONDITIONS

last updated 11/29/2024

INTRODUCTION

UKEAN LLC, (hereinafter “UKEAN”, the “Company” or “We”) with offices at 14331 SW 120th St Ste 101, Miami, FL, 33186, USA, is pleased to offer you access to the Service provided by us, subject to these terms and conditions (the “Terms of Service”) and the Company’s corresponding Privacy Policy. By accessing and using the Service, you express your consent, agreement, and understanding of the Terms of Service and Privacy Policy.

Likewise, UKEAN will comply with the protection of consumer rights, such as the right to receive quality products, the right to security and indemnity, the right to receive information, the right to protection against false advertising, the right to complain, the right to choose, and the right to equality, among others. (Article 2 of the CUC: Sales)

DEFINITIONS

“Affiliates”means the Company and its direct and indirect parent companies, agents, employees, licensors, distributors, business partners, suppliers, and affiliates (and each of the respective officers, directors, employees, and agents of the aforementioned entities).
“Channel or Platform” will be the UKEAN NAEKU.IO AND/OR UKEAN.IO website.
“Content or Service Content” means the music, images, text, and other materials that you may obtain or access digitally from the Service, whose content is owned by the Company or third-party licensors.
“Contact Information” means the information you provide to UKEAN through the Channel to subscribe or get in touch.
“Privacy Policy” means UKEAN’s Privacy Policy, which you can access by clicking the link at the bottom of UKEAN’s homepage, and which may be amended, modified, or revised from time to time as stated in the terms of the Privacy Policy.
“Service or Product” means the service provided by UKEAN.
“User or Client” is the natural or legal person who accesses the service provided through the Channel.
“Terms of Service” means these Terms and Conditions.
“Site”: The payment platform chosen by the User or Client within the Channel.
“Provider or Vendor”: The person or entity who habitually, directly or indirectly, offers, supplies, distributes, or markets products for profit or not.
“Collaborator or Collaborators”: Refers to the natural or legal person to whom a User decides to assign a percentage of income in one or more Contents or products.
“Strikes or Sanctions” are penalties imposed by UKEAN on users who commit Infractions or Attempted infractions, provided such actions do not end with a decision to withdraw the Strike during the Appeal process.
“Appeal” consists of the process that Users or Third Parties must undergo whenever they believe that an action or sanction by UKEAN has been unfairly applied.

SERVICES

UKEAN LLC, through the Platform, provides services focused on the needs of various members of the music industry. It will offer digital storage or content aggregation services to digital platforms and the subsequent making available of such content to the public, in addition to additional services such as: UPC code generation, music pitching, priority releases, release time configuration, video storage, takedown services, ISRC code generation, creation of smartlinks, and updates.

Additionally, it offers editorial administration services, which consist of the collection and payment of royalties related to copyright or composition rights, based on the editor or co-editor’s participation percentage. The digital storage or content aggregation services to digital platforms and their subsequent availability to the public will be provided exclusively for musical content — that is, content must include a melody, rhythm, or instrumentation to be considered eligible. Products such as podcasts, monologues, or even lyrics without background melody will not be accepted on the Platform. UKEAN reserves the right, at its sole discretion, to determine the eligibility of content consisting only of melody, rhythm, or instrumental without lyrical elements.

Subject to the terms and conditions of this document, the UKEAN Service will allow Users to access certain features, functionalities, information, and services provided by the Company, which may include, without limitation, providing Users the ability to access and view certain audiovisual content.

The UKEAN Service may rely on, or interoperate with, third-party owned and/or operated platforms (each a “Third-Party Platform”), and may require you to register as a member or subscriber of such Third-Party Platform in order to access the UKEAN Service.

ALLIANCE

UKEAN, under the Platform for managing User requests, provides its digital storage and subsequent availability service — known as “distribution” — through its partner YT ROCKET WORLD WIDE, a company with extensive experience in this business area. Additionally, YT ROCKET WORLD WIDE will be responsible for carrying out royalty payments to the Users.

ADMISSIBILITY

The UKEAN Service is not intended for or directed at minors.

By using the UKEAN Service, the User represents, warrants, and agrees that:

1. The User is of legal age and resides in any country where UKEAN makes the Service available to end users. The age of majority will depend on the jurisdiction.

2. The use of the UKEAN Service does not violate any applicable law, rule, or regulation, or any applicable enacted term, condition, or requirement.

3. The User is not listed on any restricted list issued by the government of any country within the Territory. Certain features of the UKEAN Service may be subject to higher age requirements and/or other conditions and restrictions. If the User is a minor in their country, they must review these Terms and Conditions in the presence of a parent or guardian. The parent or guardian must accept these Terms and Conditions on their behalf, and parental discretion is advised for all underage users.

4. If the User provides false, inaccurate, outdated, or incomplete information, or if UKEAN suspects that such information is false, inaccurate, outdated, or incomplete, UKEAN has the right to suspend or cancel the registration (in whole or in part) and to refuse any current or future use of the UKEAN Service (or any part thereof), at our sole discretion, with or without prior notice, and without liability or obligation to you or any third party.

EXCLUSIVENESS

The User agrees to have all necessary rights over their content in order to exploit it through the platform, and therefore grants UKEAN the administration of their content as requested at any given time. This right and authorization are granted exclusively for those digital music services where the User chooses to make their content available through the platform. This means that if the User uses the platform to make their content available on a specific digital music service, they may not make the same content available on that same digital music service using a different platform.

Furthermore, in cases where: a) Users have active, valid contractual agreements signed with UKEAN or its distribution partner YT ROCKET WORLD WIDE, or b) the User owes or is pending the return of sums of money provided to them by UKEAN or its distribution partner YT ROCKET WORLD WIDE under the concept of an advance or prepayment — in either of these situations, it shall be understood that the agreement or commercial relationship remains in effect. Even if the User requests or carries out the Takedown service described in this document, UKEAN may make their content available again and continue with the regular execution of the agreement until any of the aforementioned situations are resolved.

MODIFICATIONS

By using the Service, you will be subject to any additional guidelines or rules applicable to specific services and features that may be published from time to time (the “Guidelines”). All Guidelines are incorporated by reference into these Terms of Service.

These Guidelines will generally apply in a non-discriminatory manner to all end users of the Service and may include, for example, updates, modifications, and reinstalls to address, among other things, security, interoperability, and/or functionality issues. Such updates, modifications, and similar operations may occur periodically or as needed, without prior notice, as long as these changes do not materially alter the Service or the use of your personal data.

If we make substantial changes, we will notify you by posting or displaying a notice on the UKEAN Service and/or through other electronic means. Once we publish or make such changes available through the UKEAN Service, they will take effect immediately, and by using the UKEAN Service after they take effect, you agree to be bound by those changes.

TERMS

These Terms and Conditions, as well as any revisions or modifications published, will remain fully in effect for as long as the Client uses the UKEAN Service. The Client may terminate the use of the Service at any time, for any reason, and UKEAN may terminate the Client’s use of the Service at any time, for any reason or no reason, with or without prior notice or explanation, and without liability or obligation to the Client or any third party. Even after the termination of use, your obligations under these Terms and Conditions — including, without limitation, any indemnities, warranties, and limitations of liability contained herein — will remain in effect.

USER CONDUCT

Your use of the Service is subject to the following restrictions:

1. Company Rules and Policies. By using the Service, you will be subject to any additional guidelines or rules applicable to specific services and features that may be published from time to time (the “Guidelines”). All Guidelines are incorporated by reference into these Terms of Service. These Guidelines will generally apply in a non-discriminatory manner to all end users of the Service and may include, for example, updates, modifications, and required or automatic software reinstalls, as well as the application of available patches to address, among other things, issues related to security, interoperability, and/or performance. Such updates, modifications, and similar operations may occur periodically or as needed, without prior notice, provided that these changes do not materially alter the Service or the use of your personal data.

2. Age Requirement. You must be of legal age in your country to agree to and accept these Terms of Service on your own behalf. If you are a minor, you are requested not to provide any information to the Company, whether through the use of the Service, participation in anything related to the Service, or through any other activity.

3. Prohibited Conduct. You will not use the Channel to transmit, display, perform, or otherwise make available any messages, content, or materials that (i) are illegal, obscene, threatening, unsolicited mass messages or “spam”, defamatory, or invasive of privacy; or (ii) that violate or infringe upon copyrights, trademarks, patents, trade secrets, and other intellectual property rights, privacy or publicity rights, communications regulations or statutes, or any other laws, including, without limitation, laws regarding defamation, harassment, obscenity, and pornography; (iii) that constitute political campaigning, sales or marketing solicitations, or contain computer viruses or other computer code intended to interfere with the functionality of computer systems; or (iv) that in any way harm minors. You agree not to disrupt or attempt to disrupt the operation or the Service in any way. Any violation of the foregoing will be subject to review and any action the Company deems appropriate, at its sole discretion, including the right to terminate the Service in accordance with the “Termination” section of this document. Additionally, you may not use a false email address or otherwise mislead others regarding your identity.

4. Restriction on Use Related to the Channel. The Channel includes security components, and special rules and policies therefore apply. You must not attempt (or support others’ attempts) to circumvent, reverse-engineer, decrypt, decompile, disassemble, or otherwise modify, alter, or interfere with any part of the Channel. You may not distribute, exchange, modify, sell or resell, or transmit to any other person any part of the Channel, including, without limitation, any text, image, or audio, for any business, commercial, or public purpose. You agree not to copy, sell, distribute, or otherwise transfer any Channel Content, except as expressly permitted herein. The Company may terminate a User’s account and/or otherwise prevent or prohibit a User from accessing UKEAN’s Service if UKEAN, in its sole discretion, determines that such User has violated these Terms and Conditions. The Company reserves the right to investigate and take appropriate legal action against anyone who, in UKEAN’s sole discretion, violates or is suspected of violating this Section, including, without limitation, reporting to law enforcement authorities.

FEES, ROYALTIES AND PAYMENTS

1. Fees.

All aggregation prices, for both music and video, are indicated through the platform. All corresponding charges will be shown before finalizing the payment. This consideration may be modified by the company without prior notice. The company may, at its discretion, change the established fees at any time, in which case, if the user is not satisfied with these changes, they may terminate the relationship under the terms described in this document.

2. Royalties.

The user will receive the percentage share, as agreed in their contract, of the net profits (after deducting expenses and taxes) that the platform receives from digital music services for the exploitation of the content. The user authorizes the deduction of the commission percentage from the net revenue received by UKEAN through its distribution system from DSPs. Payment of the revenue generated from sales will be made upon the user’s request, as long as the corresponding amount exceeds the minimum payment threshold for the requested payment. This will be carried out within ten (10) business days following the request.

The user agrees and authorizes any payment to be withheld for an additional period of twenty-four (24) months if such payment contains income or fees generated fully or partially through fraud or that violate the terms of use.

The user agrees and authorizes deductions from future payment amounts if the platform verifies that the revenue related to the user’s content for any prior month should have been lower.

Likewise, the user acknowledges that UKEAN, under the platform, may apply withholdings or deductions in future payments if it is concluded that the income generated by their content should have been lower. A sales report will be generated for the months affected. This determination will be made following a contingency notified by any DSP, a third-party claim, or an investigation carried out by UKEAN. The latter will only occur in cases of strong suspicion of plagiarism or infringement of third-party rights, as good faith by users on the platform is presumed by default. The user expressly and irrevocably agrees and authorizes the collection of all income from the exploitation of their content through the platform.

This collection will correspond to the revenue generated from the phonograms or master recordings delivered to UKEAN through the Platform.

UKEAN, through the Platform, will provide the user with the corresponding invoices and receipts, including mandatory taxes, according to applicable regulations. UKEAN will not be responsible for paying royalties to other artists or third parties who have rights over any master or product distributed by you, nor is it liable for the non-compliance of such payments. You, as the user, are solely responsible for one hundred percent (100%) of these third-party payments and will bear the consequences in case of non-compliance.

3. Payment.

The user must pay the corresponding service fee via credit card, debit card, or PayPal, depending on the option selected at the time of purchase and platform availability.

The user must notify the company of any improper or fraudulent charge made to the card used, via email, as soon as possible so the company can take appropriate action. Any payment will be subject to all applicable taxes.

The Company reserves the right to change the service price, commission percentage, or minimum payment threshold in the future, as changing market conditions are unpredictable. Therefore, users are advised to read them carefully each time they access the platform.

In addition, the user understands, acknowledges, and agrees to be solely responsible for the accuracy of the billing information provided to UKEAN through the platform, understanding that omissions or incorrect data may result in penalties from tax authorities.

UKEAN will calculate the percentage to be paid to users based on the “Net Revenue”, understood as UKEAN‘s actual revenue from digital platforms minus (i) any taxes, fees, or other charges related to the marketing of the user’s content or transactional costs derived from making the payment to the user; and (ii) any income paid to one or more collaborators designated by the user through the “Shared income” feature, as indicated below, if applicable.

Any objection related to any payment, account statement, or claim arising therefrom must be submitted (and any claim filed) no later than one (1) year after the date the statement is issued or the payment made, and you hereby waive any longer statute of limitations permitted by law.

Holders of any Naeku account type may allocate a portion of their revenue to any third party—even if they are not users or account holders on NAEKU (referred to in this document as “Collaborator(s)”)—using the “Shared incomes” option, as detailed below. To create a split payment for content, you must (i) distribute the content using any NAEKU account type; and (ii) provide UKEAN with the email address of the collaborator(s) and the income percentage each collaborator will receive.

To receive a shared payment as a collaborator, they must create a NAEKU account of any type if they do not already have one. Once a Shared Income is created, each collaborator must confirm their income percentage details to receive their share. If an income split is not confirmed by a collaborator or becomes invalid for any reason, the income portion assigned to that collaborator will continue to be paid to the NAEKU account owner who set up the split.

NAEKU account holders are solely responsible for all charges, fees, rights, taxes, and levies payable in connection with the marketing of their content through their NAEKU account, including any portion of such income payable to a collaborator.

You are solely responsible for all charges, fees, rights, taxes, and levies arising from any use of your NAEKU account by yourself or any other person using your account and/or from any portion of income you may pay to a collaborator, if applicable.

UKEAN will not be responsible for paying royalties to any collaborator or third party with rights over any master or product distributed by you, nor liable for the non-payment of these royalties. You, as the user, will be solely responsible for one hundred percent (100%) of such settlements and payments to collaborators or third parties, and will assume full liability in case of non-compliance.

If the user provides incorrect bank account details, fails to manage a currency exchange on time, or due to any failure or omission by the user in which UKEAN had no involvement, a transaction cannot be completed or a payment redeemed, the user shall bear all bank fees, deductions, or charges imposed by the bank, associated with any additional transactions UKEAN must process.

COPYRIGHT

1. Trade Secrets and Proprietary Materials.

The Service contains and/or incorporates trade secrets, patented inventions (and/or pending patents), and/or other proprietary materials and intellectual property of the Company and/or its licensors. All title and ownership rights in the Channel, including without limitation the Channel Content and any copies related to the Service and the content, remain the property of the Company and its licensors, as applicable. You agree to keep confidential any information contained in the Channel that is not public domain and not to disclose such information to third parties without the prior written approval of the Company. Users are not authorized to attempt to reconfigure, decompile, or reverse engineer the Channel and/or the Service Content.

2. Copyright.

The Channel Content and other authored works found on or part of the Channel (collectively, the “Content”) are protected by applicable copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Content is licensed, not sold. You may not make unauthorized copies or use any part of the Content, except as specified herein and in accordance with applicable law. All titles and copyright rights in the Content and the Service (including, but not limited to, images, photographs, animations, video, audio, code, articles, text, and “applets” incorporated into the Service), are owned by the Company or its licensors. You agree to comply with all applicable copyright protection laws in connection with your use of the Service and Content. In addition to what is stipulated in these Terms of Service, the Company may take appropriate measures to protect the copyrights in the Content.

3. Trademarks.
You may not use any of the trademarks found within the Channel and the Service, except as specified herein and in accordance with applicable law. You may not copy, display, or use any trademarks without the prior written permission of the owner. Any unauthorized use may violate trademark laws, privacy and publicity laws, as well as civil or criminal laws. The trademarks listed below are registered trademarks of the Company, its direct or indirect parent companies, and/or its Affiliates, licensors, or third-party owners. Nothing in the Service shall be construed as granting by implication or otherwise, any license or right to use any trademark. Please note that trademarks are updated periodically. For questions related to any of the trademarks, please send your inquiries to the manager and person in charge: UKEAN LLC, at the email address info@naeku.ytrocket.com. The Channel and its logo, platforms, and other trademarks used in the Service are trademarks of their respective owners.

4. Action for Intellectual Property Infringement.

If the Company receives a notification alleging that You have engaged in conduct that violates any intellectual property rights of the Company or its Affiliates, or a third party, or reasonably suspects such, the Company may suspend, cancel accounts, or terminate your access to the Service, without prior notice, at any time, especially in the event of violating the strike policy defined below. If the Company acts under this Section, it shall not be liable to you, including for any amount you may have previously paid or any credits you hold on the Channels offering the Service. To address copyright and related violations, UKEAN LLC establishes the following strike policy, which may or may not be applied at its sole discretion.

Strike Policy for Published Content:

Notification: In a first case of notification or detection of infringement, we will not be radical, as we understand that mistakes can happen and you may have been unaware of the severity of your offense or action.
Therefore, before receiving a strike, the first measure imposed on your account will be a notification sent via email and/or permanently displayed on the Platform. You will see it each time you log in, and it will remain there for thirty (30) calendar days. However, a single serious breach or violation may cause us to disable your account, terminate our relationship, and remove your content without completing the process, merely leaving a notification according to our privacy and data policy, communicated through any of the contact channels you provided.
First Strike: Upon a second notice or confirmation of infringement, you will receive a first strike via the email you provided and/or in your account, which will be permanently recorded and result in the following consequences:
You will not be able to withdraw payments for forty-five (45) calendar days, nor publish new audio or video content for fifteen (15) calendar days on any of the platforms. After these periods, services will be automatically restored, but the strike will remain and be counted.
Second Strike: If another infringement notice occurs, the following restrictions will apply:
You will not be able to withdraw payments for ninety (90) calendar days, nor publish new audio or video content for thirty (30) calendar days on any of the platforms. After these periods, services will be automatically restored, but the strikes will remain and be counted.
Third Strike: If yet another infringement notice occurs, you will receive a notification in your account and/or via email informing you of the permanent ban on publishing new audio or video content on the platform and the termination of all commercial relationships between UKEAN LLC and You. Your already published catalog will remain available; however, if you wish to take it down, you must pay the fee or price set on the platform, even if your account was previously exempt from additional service charges.

Strike Policy for Content Under QC Process:

Notification: In a first case of notification or detection of infringement, we will not be radical, as we understand that mistakes can happen and you may have been unaware of the severity of your offense or action.
Therefore, before receiving a strike, the first measure imposed on your account will be a notification sent via email and/or permanently displayed on the Platform. You will see it each time you log in, and it will remain there for thirty (30) calendar days.
If you disagree with this or any notifications in this policy, you must submit a sworn appeal. We suggest consulting an attorney for this, as submitting a false appeal could have civil and criminal legal consequences. However, a single serious breach or violation may cause us to disable your account, terminate our relationship, and remove your content without completing the process, merely leaving a notification according to our privacy and data policy, communicated through any of the contact channels you provided.
First Strike: Upon a second notice or confirmation of attempted infringement, you will receive a first strike via the email you provided and/or in your account, which will be permanently recorded.
Second Strike: If another notice of attempted infringement occurs, the following restrictions will apply:
You will not be able to publish new audio or video content for thirty (30) calendar days on any of the platforms. After this period, services will be automatically restored, but the strikes will remain and be counted.
Third Strike: If yet another infringement notice occurs, you will receive a notification in your account and/or via email informing you of the permanent ban on publishing new audio or video content on the platform and the termination of all commercial relationships between UKEAN LLC and You. Your already published catalog will remain available; however, if you wish to take it down, you must pay the fee or price set on the platform, even if your account was previously exempt from additional service charges.

It is important to note that, if You disagree with any notification, Strike, or Sanction applied by UKEAN LLC, you may submit a sworn Appeal, which must comply with the requirements of a counter-notification under the Digital Millennium Copyright Act (“DMCA”). In your appeal, You must declare that no copyright infringement was committed and include supporting evidence. It must be sent to the email address info@naeku.ytrocket.com within fifteen (15) calendar days from receipt of the Strike, notification, or Sanction. We recommend seeking legal advice, as submitting a false appeal could have civil and criminal legal consequences. Once your appeal is submitted, it will be reviewed and evaluated by UKEAN LLC, and within fifteen (15) calendar days from submission, you will receive a resolution or response as to whether the Notification, Strike, or Sanction is upheld or removed.

Please note that even if you delete your infringing content, the strike or notification will still apply and remain on your account. Earnings generated by the mentioned infringing Content will be withheld from the moment the infringement is detected.

If there are outstanding amounts to be recovered due to advances or prepayments, the catalog must remain until the said collection is completed. However, the contractual relationship between You and UKEAN LLC will be terminated. Additionally, if your catalog has not reached the minimum payment amount for royalties, You may choose to keep your catalog linked until that minimum is met for payment or remove it, assuming the loss of any amounts below the minimum at the time of disassociation. However, the contractual relationship between You and UKEAN LLC will be terminated.

COPYRIGHT INFRINGEMENT

If you are a copyright owner and believe that any content on our Service infringes your copyright, you may submit a notice of dispute under the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent with the following written information (17 U.S.C. 512(c)(3) for more details):

A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the UKEAN Service are covered by a single notification, a representative list of such works on the UKEAN Service.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an email address.
A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The written notification of alleged infringement must be sent to the following Designated Agent:

Name of Designated Agent: CAMILA CONTRERAS BLANCO.
Address of Designated Agent: UKEAN LLC – 14331 SW 120 ST STE 101, MIAMI, FL, 33186.
Email of Designated Agent: info@naeku.ytrocket.com

For clarity, only DMCA notifications should be sent to the Designated Agent. You acknowledge and agree that if you fail to comply with all the requirements listed above, your DMCA notice may not be valid.

PERSONAL INFORMATION

The Company respects the User’s privacy and the use and protection of their personal information. In the course of using the UKEAN Service, the User may be asked to provide certain personal information or UKEAN may obtain such information from certain third parties, including Third-Party Platforms. The policies regarding the collection and use of information with respect to the privacy of such personal information are set forth in the Privacy Policy, which is incorporated herein. We encourage the User to read the Privacy Policy and use it to make informed decisions. The User acknowledges and agrees that they are solely responsible for the accuracy and content of their personal information.

PUBLICITY

From time to time, the User may choose to communicate or interact with advertisers, sponsors, or promotional partners (collectively, the “Advertisers”) found on or through the UKEAN Service or through a hyperlinked site, service, or platform, or to obtain Third-Party Services (as such term is defined herein) from or through them. Any such communication, interaction, and participation is strictly and solely between you and such Advertisers, and we shall not be responsible to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, agreements, or other terms or conditions that may exist between you and the Advertisers or any goods or services you may purchase or obtain from any Advertiser).

THIRD-PARTY PLATFORMS, SERVICES, AND CONTENT

The Service may contain links to third-party websites and online services that are not owned or controlled by UKEAN. Third-party websites, content, data, information, applications, platforms, goods, services, or materials, including Third-Party Platforms (collectively, “Third-Party Services”), do not constitute an endorsement by UKEAN, nor do they create any obligation or liability.

UKEAN does not verify, endorse, or assume any responsibility for any Third-Party Services or third-party business practices (including, without limitation, their privacy policies), regardless of whether the logos, trademarks, names, and/or sponsorship or other identification of the UKEAN Service appear on the Third-Party Services.

Any third-party website, content, data, information, applications, platforms, goods, services, or materials do not constitute an endorsement by UKEAN, and no responsibility is assumed for such websites and online services.

ASSIGNMENTS

These Terms and Conditions, as well as all rights, licenses, and privileges granted herein, may not be transferred or assigned by the User, but may be assigned or transferred by UKEAN without restriction and without prior notice.

INDEMNITY

You agree to defend, indemnify, and hold the Company harmless from and against any and all claims, losses, damages, liabilities, deficiencies, judgments, liens, fines, costs, and other expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of the Service, or any breach by you of these Terms of Service, and you agree to reimburse the Company, upon request, for any loss, cost, or expense incurred as a result thereof.

EXTENT AND LIMITATION OF LIABILITY

UKEAN makes no commitment or warranty regarding the following: a) the musical or documentary content provided through the service; b) the specific features of the service or its accuracy, reliability, availability, or ability to meet your needs; c) that any content you submit will be accessible on the service. All content provided, as well as its validity, accuracy, use, and exploitation, is entirely the responsibility of the User.

UKEAN will not be liable for any loss of profits, revenue, business opportunities, goodwill, or anticipated savings; loss or corruption of data; indirect or consequential loss; or punitive damages caused by:

Errors, mistakes, or inaccuracies in the service.
Personal injury or property damage resulting from your use of the service.
Any unauthorized access to or use of the service.
Any interruption or cessation of the service.
Any viruses or malicious code transmitted to or through the service by any third party.
Any content submitted by a user, including your use of the content.
The deletion or unavailability of the content.

UKEAN reserves the right to suspend or terminate your registration, either in whole or in part, and to deny any current or future use of the UKEAN Service (or any part thereof), at our sole discretion, with or without prior notice, and without any liability to you or third parties, if the content provided through the service violates any of the conditions stated in these Terms and Conditions.

APPLICABLE LAW, MISCELLANEOUS (GUARANTEES)

These Terms and Conditions, together with our Privacy Policy and any other rules, procedures, and policies we refer to and that are incorporated by reference, contain the complete understanding and agreement between you and UKEAN regarding the Service and its use, and replace all prior or inconsistent understandings related to it. If any provision of these Terms and Conditions of Use is deemed illegal, invalid, or unenforceable, this will not affect the remaining provisions, which shall be considered modified to the extent necessary to make them legal, valid, and enforceable. These Terms of Use and your use of the Service are governed by, interpreted, and enforced in accordance with the internal substantive law of the State of Florida.

ANNEXES OF ADDITIONAL SERVICES

The present Annex of Additional Services is an integral part of the additional Terms and Conditions under which UKEAN, through the platform, offers the portfolio of Additional Services, aimed at better positioning the Content on the various DSPs. By subscribing to any of the Additional Services listed below, the User will be subject to the terms and conditions of this annex.

1. General Conditions of the Additional Services.

UKEAN will make the specifications of all Additional Services available on the Platform for the User to consult, and may modify, add, or delete all or part of them at any time, without the Company being obligated to compensate the User in any way, even if the User is an active client of any of the Additional Services and the elimination of the specific Service means its interruption. The prices of each Additional Service will be available on the Platform for the User to consult. In no case do the Services indicated here guarantee fixed metrics for the User, so UKEAN’s efforts in each specific case will be based on effort and not results. In any case, the Additional Services aim to provide premium functionalities to the User to meet their needs and, in some cases, attempt to gain greater exposure of the User’s Content to the global DSP User audience; however, the Payment Terms in favor of the User will be the same as those contemplated in the Specific Terms of Service, for which the Company, through the Additional Services, will make its best efforts to increase the net profit margin and, likewise, the percentage of profit in favor of the User.

2. Generation of UPC Codes.

Through this Service, UKEAN offers the User the generation of a UPC (Universal Product Code), essential for the unequivocal identification of the Content, in case the User does not have such code(s) at the time of registration on the Platform.

3. Musical Pitch

This is the intermediation process aimed at having the DSPs highlight the User’s Content in special sections of the different On-Demand Platforms or in the playlists of each DSP. As a general rule, except for the specific arrangement each DSP gives to its playlists, the Musical Pitch Service seeks to increase the chances of the User’s Content, or part of it, being included in featured sections of the DSPs by the editorial team that determines their arrangement. Notwithstanding the above, the User acknowledges and agrees that purchasing this additional service does not mean that UKEAN is obligated to guarantee an increase in metrics and/or consumption of the User’s Content on the DSPs. It is important to highlight that performing a Musical Pitch does not guarantee that the Content will be featured or included in playlists, yet it remains important to do so, since not doing it cancels the possibility of obtaining such inclusion or highlights.

4. Priority Submission

This is an optional service offered by UKEAN which allows the User to complete their aggregation process in less time than usual, aiming to provide the public faster access to the different products.

5. Specific Time Release

With this feature, the User can change the standard or pre-determined release time established by UKEAN, choosing a personalized time for their product to be available to the public.

6. Update Service

This feature, made available by UKEAN, is designed for those Users of the Platform who need to make modifications, additions, or changes to any of the steps in the form completed during the Aggregation process for any of their products, provided that the update is made after the release — that is, after the aggregation process has been completed.

7. Takedown Service

This service, provided by UKEAN, will be available whenever the User decides to remove products from the platforms or migrate them to another company. This service can be provided as long as the User does not have a valid permanence term, active contract, or outstanding balances or amounts due for payment or recovery in favor of UKEAN or its distribution partner.

8. Smartlinks

This feature, made available by UKEAN, allows the User to create Smart Links that direct the User’s audience to different music platforms based on their preferences. The User may only create a Smart Link for products or tracks that have already been published.