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Terms and Conditions

TERMS & CONDITIONS


Welcome to Drop – a digital music platform that embraces new technology, redefining the traditional music consumption experience by bridging the gap and fostering a deeper connection between creators and their audience.


The website provides information about the Drop ecosystem.  The Drop platform hosts audio and other content posted by registered artists, and allows that content to be accessed and/or purchased by other registered users of the website.


Creators and labels can register for pre-distribution and distribution services through the Platform.


These terms and conditions apply to all use of the website and platform and any other associated websites. Our Privacy Policy sets out how we handle your personal information (including personal information collected through our website and platform).


These terms and conditions are made up of three parts:


  • Part A – general terms that apply to all users of the website, even if just browsing


  • Part B – additional terms that apply to the additional features available to registered users (including rules for posting content and merchandise for sale via Drop; and buying content and merchandise from Drop)


  • Part C – additional terms that apply to pre-distribution and distribution services provided via the Platform


To the extent of inconsistency between the parts, the part listed later has priority, but only to the extent o the inconsistency and only in respect of the conduct that is governed by that part.


Part A – Basics for browsing this website


This website is currently maintained by Blockchain Music Pty Ltd, and comprises the publicly-facing website currently available at www.drop.audio (but including any new or varied url) and the broader Drop platform that is only accessible to registered users and creators/labels.


While Blockchain Music Pty Ltd currently maintains the Website, users must be aware that the EOSIO blockchain is public and open source. Materials and agreements uploaded to Drop.live may also appear on the public blockchain. For this reason, users should not assume that anything submitted to Drop is protected by a login. Additionally, the Platform (including all content submitted to it) may be moved to an open source platform in the future, that is not hosted by Blockchain Music Pty Ltd. We will let you know if that happens, and if it does, additional or different terms may apply.


In these terms and conditions, the expressions we, us and our, are a reference to Blockchain Music Pty Ltd but may also refer to the Drop team, Drop Representatives and community. If you use this Website, you are agreeing to be bound by these terms and conditions and any other applicable laws or regulations around the world which apply to this Website and your use of it. If you do not accept these terms and conditions, you are not permitted to use this Website.


We reserve the right to amend these terms and conditions from time to time. In particular, as the platform evolves and our coin and token capabilities evolve, we expect to revisit these terms to accommodate the full functionality of the Drop platform.


We will try to give you reasonable advance notice of any changes, but in any case, amendments will be effective immediately upon notification on this Website. If you do not agree to any change to the terms, you may stop using the Website. Your continued use of this Website following such notification will represent an agreement by you to be bound by the amended terms and conditions.


Intellectual property rights statement


All intellectual property rights in this Website, including design, text, graphics, logos, icons, sound recordings and all software relating to this Website belong to or are licensed by Blockchain Music Pty Ltd.


Content posted by users (including songs and social content) is owned or licensed by them. These intellectual property rights are protected by Australian and international laws. We host user content, and while reasonable steps are taken, but we do not independently verify its ownership. If you wish to complain about potential infringing material, you can contact us at: support@drop.audio


When you listen to artists’ music, you are granted a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and licence to listen to that audio content, in the form streamed from the Drop platform through the mechanism provided for that purpose.


You are only permitted to access and use other user’s content – most importantly their songs – through the proper use of the functionality of the website.


This licence to use intellectual property rights is subject to your strict compliance with these terms, and to any territorial restrictions that may apply from time to time. Any attempt to otherwise access, copy, distribute or create derivative works from other users’ content is expressly prohibited and is unlawful unless you obtain explicit, provable approval from the content owners.


Except as set out in this section ‘Intellectual property rights statement’, you may not in any form or by any means copy, adapt, reproduce (other than for the purpose of viewing the Website in your browser), store, modify, distribute, print, upload, display, perform, remove any credits, publish post frame within another website or create derivative works from any part of this Website or commercialise any information obtained from any part of this Website without our prior written permission or, in the case of third party material, from the owner of the intellectual property rights in that material.


Linked Websites


This Website may contain links to other websites, including through the use of social features. The links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with linked Websites.


Secure data


We take data security seriously, and use industry-standard measures to protect data on our Website (including your data on the Website) from cyber security threats. Unfortunately, despite these measures, no publicly-available platform, and no data transmission over the internet, can be guaranteed as totally secure. We do not warrant and cannot absolutely promise the security of any information which you transmit to us, including any content you post on the Website. Accordingly, any information that you transmit to this Website is transmitted at your own risk. If you become aware of any problems with the security of the data or the Website, please contact us immediately, providing whatever detail you are able. Things you need to be aware of


You must ensure that your access to this Website and handling of any associated digital currencies is not illegal or prohibited by laws which apply to you.


Except as expressly set out in these Website terms, we do not warrant the accuracy, adequacy or completeness of the information on this Website, nor do we undertake to keep this Website updated.

Except as expressly set out in these Website terms or to the extent required by non-excludable law, we do not accept responsibility for loss suffered as a result of reliance by you on the accuracy or currency of the information contained on this Website.


You must take your own precautions to ensure that the process that you employ for accessing this Website does not expose you to the risk of viruses, malicious computer code, or other forms of interference which may damage your own computer system.


Limitation of liability


Except as expressly set out in these Website terms or to the extent required by non-excludable law, we are not liable for any loss or damage (including without limitation any Consequential Loss), however caused (including, but not limited to, by our negligence) suffered by you in connection with these Website terms of use or your use of this Website (even as a registered user).  Consequential Loss means: loss of reputation; loss of revenues; loss of profits; lost opportunities (including opportunities to enter into arrangements with third parties); loss of actual or anticipated savings; consequential loss; loss of bargain; indirect loss; and loss or damage in connection with claims against you by third parties.


If the Competition and Consumer Act 2010 (Cth) (in Australia) or any other legislation in your jurisdiction states that there is an express or implied warranty, condition, guarantee or similar protection in respect of goods or services supplied, and our liability for breach of that guarantee may not be excluded but may be limited, our liability for such breach is limited to, in the case of a supply of goods, replacing the goods or supplying equivalent goods or repairing the goods, or in the case of supply of services, supplying the services again or paying the cost of having the services supplied again. Indemnity for losses you cause us


You agree to indemnify us for all damages, losses, penalties, fines, expenses and costs (including reasonable legal costs) which arise out of or relate to your use of this Website in breach of these terms or in breach of applicable law.  This indemnification includes, without limitation, liability relating to copyright infringement (including any royalty claims or disputes), defamation, invasion of privacy, trade mark infringement and breaches of the Competition and Consumer Act 2010 (Cth).  The indemnity is reduced to the extent that our act or omission contributed to the relevant loss or damage or where we failed to mitigate the loss to the extent required by applicable law.


Access to the website is not guaranteed


Access to this Website may be withdrawn at any time without notice. These terms and conditions will survive any such withdrawal.


Governing law and jurisdiction


If a dispute arises regarding the Website or these terms of use, the laws of New South Wales, Australia, will apply. In relation to any such dispute, you submit to the exclusive jurisdiction of the courts of New South Wales, Australia.


If you access this Website in a jurisdiction other than New South Wales, Australia, you are responsible for compliance with the laws of that jurisdiction, to the extent that they apply.


Tax generally


You are responsible for all of your own taxes arising from your use of the Website, including any liability you have for income taxes, GST or similar consumption taxes, taxes on financial products (including crypto-currencies) or taxes on capital or capital gains.


Additional legal terms


The rights and obligations of the parties under these terms do not merge on completion of any transaction contemplated by these terms. 


Termination of these terms will not affect any accrued rights or remedies of the parties (noting that rights to Virtual Land will be extinguished in accordance with these terms).


You must not (nor purport to) assign, in whole or in part, or novate your rights and obligations under or in connection with these terms without our prior written consent.


We may subcontract our obligations under these terms, and assign or novate our rights or obligations under these terms, provided we reasonably believe that such assignment or novation involves a party who is reasonably capable of performing the assigned or novated obligations, and the assignment or novation does not negatively impact your rights.


A clause or part of a clause of these terms that is illegal or unenforceable may be severed from these terms and the remaining clauses or parts of the clause of these terms continue in force.


These terms supersede all previous agreements about their subject matter. These terms embody the entire agreement between the parties.


In these terms:


• the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;


• no rule of construction applies in the interpretation of these terms to the disadvantage of the party preparing the terms on the basis that it put forward this agreement or any part of it; and


• a reference to a party is a reference to that party, and a reference to the parties is a reference to both parties.


Part B – Registered users


These terms apply in addition to the terms in Part A, if you register as a user of the Website. 


Registration


In order to post music content or merchanise for sale via the Website, to buy content or merchandise from the Website (including our Deluxe Releases) and to participate in any social features made available on the Website, you must register as a user through the Website. 


Your registration application may be reviewed by the Drop Representative team and you may need to provide identity verification via social media proof and/or official government issued ID.


It is your responsibility to ensure that you are of lawful age to register for the Website in the jurisdiction where you live. Generally, you must be 15 years of age or over to register for the Website. If you are under 15 years of age (or if otherwise required by applicable law) you must have your parent or guardian register on your behalf.


We are not required to accept all applications for registration. We reserve the right to terminate your registration if you breach these terms and do not remedy the breach within a reasonable time notified by us (this time will vary depending on the nature of the issue in any particular case).


Registration may be subject to an initial fee, or an ongoing subscription fee. These will be notified to you at the time of registration (or a reasonable time before they are introduced in the future). If you do not agree to the fees, you may cease your application (or cancel your registration).


You are responsible for all activity on the Website conducted using your registration details or user credentials (except in the case of fraud or negligence by us). It is your responsibility to ensure you keep them secure and confidential to minimise the risk of unauthorised use of your credentials.


Posting music and merchandise etc. for sale via the Website


As a registered user with an approved artist account, you may submit music for the Website via a Drop Representative.


It is your responsibility to make sure that all music you post to the Website and all merchandise you make available for sale via the Website is owned by you or properly licensed (including that you have made all appropriate and necessary arrangements in relation to any samples, clearances, royalties and royalty splits). When you post music to the Website, you grant us a licence to use that music for the purposes of operating the Website and our related business and make it available to other users. That licence includes the right to store that music around the world, reproduce it, format it to work with our systems, make it available to the public, make derivative copies for the purposes of providing user features like previews, and to sublicense it to third parties who help us with those activities.  When you make available merchandise and other goods for sale via the Website, you allow us to create images and promotional content to display the merchandise for sale and carry out related activities (like sending invoices with images of the goods purchased).


You can remove your content from the Website at any time, and our licence to use the content ends at the same time (except that we can retain copies we need for reasonable backup or record keeping purposes). These licence rights also apply to any other content you post – like promotional materials and graphics.


When you post music or goods for sale on the Website, you promise, represent and warrant that at all times:


• you own all rights in all aspects of that content and those goods – or have obtained those rights from the owner – to enable us to exercise the licence rights described in these terms and conditions;


• the inclusion of the content and goos on the platform, and our use of it as described in these terms and conditions, will not infringe the rights (including without limitation intellectual property rights, moral rights, performer’s rights, privacy rights) of any person;


• you have obtained all necessary consents, permissions and/or releases from any and all persons appearing in or contributing to or with any rights in your content and goods to enable us to use the content and goods as described in these terms and conditions;


• your content and the goods are not unlawful in any way (including that it is not offensive, defamatory, obscene, unlawful, misleading, deceptive, vulgar, harmful, threatening, abusive, harassing or ethnically objectionable); and 


• your content will not cause any liability to us or our related corporate entities, directors, staff or contractors.


You promise that any merchandise or physical goods you supply to us is owned by you, free of any encumbrance, and that you pass full title to us including the right to resell from the time we take possession.


If you are an artist, we may promote you or your music from time to time. Promotion may mean inclusion of music in the main feed, and tagging of music with selected styles and vibes that have broad appeal to the target user-base.  We may choose not to promote, to suppress and from time-to-time disallow content that is deemed to be of an inappropriate, political or religious nature.



Buying music and other goods and merchanise (including our Deluxe Releases)


The Website allows registered users to buy arrange of digital and physical items.  When you buy digital items, you get a digital version, which is not necessarily exclusively yours (unless it is a non-fungible token or other similar verifiably unique digital item), for download from your crate.  These can include original music, remixes, and stems.  You are entitled to download that item and then use it in accordance with any usage restrictions communicated during the ordering process, as soon as we have received verified payment.


When you buy physical items, we will deliver those physical items to your nominated address after we receive verified payment.  This can include vinyl, art, fan badges and other merchandise.  You own the physical items that you buy once you take delivery of them.


When you buy music and other goods from the Website, you must complete the full order form presented to you, and pay the full amount identified in that order form for your purchases.  Prices quoted are exclusive of all taxes, which are your responsibility to pay in addition.


We will ship items to you as quickly as reasonably possible, and will use reasonable efforts to meet any estimated delivery timeframes that we communicate to you.  However, you acknowledge and agree that we rely on third party suppliers, and delivery involves complex supply chains that we do not control, so delivery timeframes are not guaranteed.  We will work with our delivery partners to make delivery as smooth and timely as reasonably possible.


While we pride ourselves on obtaining rare, exclusive, collectible, tradable and generally desirable content and merchandise.  Occasionally, we may have to cancel an order after it has been placed if we will not be able to fulfil it due to overwhelming demand or problems in receiving stock we expected to receive.  We always try our best to avoid this, but if it happens, we will contact you and offer you a refund or a suitable replacement (as you decide).


Our rights if you breach these terms


As a content-hosting platform, we can attract significant liability if you do not abide by the rules set out in this Part B. Accordingly, you agree to indemnify us, or related corporate entities, and the directors, staff and contractors of all of us against any loss, damage, cost, expense or liability however incurred arising in connection with your breach of this Part B (including caused by third party claims against us alleging that content your or your goods or merchandise infringe these terms and conditions).


Our role – copyright infringement


We are not responsible for any third party content posted on, or available through, the Website. We are entitled to monitor and moderate any content, however we are not required to do so at all, or at any particular frequency or in any particular manner. We will not enter into discussion about the basis of any moderation decisions, which we make on a final basis in our sole discretion.


We do not warrant that we will respond to questions or comments submitted by you to our Websites. If you download any material from the Website, you acknowledge that we are not liable to you for any loss or damage, however caused, arising from the downloading or subsequent use of the downloaded material. You may not adapt, reproduce, store, distribute, transmit, display, publish or create derivative works from any downloaded material. In addition, you may not commercialise any information, products or services from the downloaded material.


We do not warrant that any material you submit to the Website will be protected against loss, misuse, or alteration by third parties. We do not warrant that we will post your information or material to the Website. If we elect in our sole discretion to post your material to the Website, we do not warrant that the material or information you submit will be posted within a certain time frame or at all.


We maintain a repeat-infringer policy. If we receive a valid notification alleging copyright infringement, we will notify you and will investigate the allegation. If you receive two or more of these notices, then we may terminate your access to the Website without further notice and without liability to you. We may also be required by law to take enforcement action, and it is our policy to comply fully with all law enforcement investigations and requests.