As at 12 May, 2024

1. Introduction

1.1. The business of Serenade is owned and operated by Serenade Sound UK Limited (“Serenade”), a company registered in England and Wales, Number 14048502 with a registered office at 55 Station Road, Beaconsfield, HP9 1QL, England, United Kingdom.

1.2. Serenade (“Serenade,” “we,” “us,” “our”) provides its services (described below) to you (“you”, “End User” or  “Rightsholder", as applicable) through its website and platform, at https://serenade.co/ (collectively, the “Platform”), subject to the following Terms of Service, as amended from time to time (“Terms”). By registering an account on the Platform or otherwise using or accessing the Platform, you acknowledge that you have read and agree to these Terms. The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you.

1.3. These Terms consist of:
(a) general terms, which apply to you and any other user of the Platform; and
(b) country specific clauses, which apply to End Users and Rightsholders located in, or contracting with us in, those countries in addition to the general terms.
1.4. To the extent there are any inconsistencies between the general terms and an applicable country specific schedule, the country-specific schedule prevails.
1.5. We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. Your continued use of the Platform after the date any such changes become effective constitutes your acceptance of the new Terms.

2. Definitions

Affiliate

• means, in relation to either party, any subsidiary undertaking, parent undertaking or any subsidiary undertaking of any parent undertaking of that party.

Digital Pressing

• means digital content consisting of a recorded music and/or other bonus materials, such content being accessible via a redemption link activated by engaging with the Smart Format to unlock access to that content by activating the NFC Chip.

End User 

• means a person who acquires a Smart Format from a Rightsholder or on behalf of a Rightsholder

NFC Chip

• means set of short-range wireless technology, typically requiring a distance of 4 cm or less to initiate a connection

End User Platform 

• means Serenade’s digital platform @ https://fan.serenade.co/

Rightsholder

• means the holder of intellectual property rights including but not limited to copyright, trademark, rights in likeness and image, such rightsholders including but not limited to artists, record companies, promoters, music publishers and artist agents 

Rightsholder Platform

• means Serenade’s digital platform @ https://serenade.co/

Serenade End User Services 

• means the service of hosting Digital Pressing Content and providing a process for End Users to access that content.

Serenade Group

• means Serenade Sound, Inc., its parents, related entities and subsidiaries

Serenade Rightsholder Services 

• means providing Smart Formats to Rightsholders and hosting Digital Pressings to enable End Users to access Digital Pressings

Smart Format

• means a physical item that is embedded with an NFC chip

3. What is Serenade and What are Smart Formats?

3.1. Serenade is the provider of Smart Formats that enables purchasers of a Smart Format to access a Digital Pressing via a redemption link activated by engaging with the Smart Format to unlock access to that music and content by activating an NFC chip. Serenade hosts the content included in a Digital Pressing and End Users of a Smart Format must register with Serenade to obtain access to the Digital Pressing. These services are specifically included in the Serenade End User Services and Serenade Rightsholder Services.

3.2. Access to Digital Pressings facilitated by Smart Formats that are produced and sold by Rightsholders to End Users. You acknowledge that Serenade does not have the capability of unilaterally transferring control of any Digital Pressings, other than pursuant to a written agreement between the Rightsholder and Serenade. 

3.3 Where a Rightsholder represents that a physical product or real-life experience will be delivered in conjunction with the Digital Pressing, this transaction will occur off-platform and outside of Serenade’s area of responsibility, and Serenade will have no liability or obligation with respect thereto. 

3.4 Serenade reserves the right, but has no obligation, to become involved in any way with disputes between End Users and any Rightsholders on the Platform. At no time, Serenade does not sell any product or provide and service to End Users, beyond the provision of a process to access Digital Pressing content on the Platform.

3.5. The right to accessing a Digital Pressing should not be considered an investment of any kind. They do not confer any rights or interests in profits, revenues, or ownership interests in the End User. Serenade shall not make any efforts to increase the value of any Digital Pressing in order to generate value for person or entity. Serenade does not have a common enterprise with any Rightsholder or End User. Both End Users and Rightsholders expressly acknowledge the aforementioned.

3.6. Serenade does not buy, sell, or own of Digital Pressings or the content making up the Digital Pressing and Serenade does not act as a custodian of any Digital Pressing. 

3.7 Serenade does not provide or estimate the value of Digital Pressings nor provide any warranty whatsoever regarding the value of the Digital Pressing or the right to access the Digital Pressing via the End User Platform.

3.8 Serenade will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that an End User or Rightsholder may suffer as a result of any transaction between each other or any other third party involved in the creation or use of a Digital Pressing.

3.9. Serenade’s making available of the Digital Pressings on the End User Platform shall be as an intermediary or facilitator only and Serenade shall not be a party to the sale or other form of transfer of a Smart Format and Serenade shall have no liability to any End Users purchasing a Smart Format, including, but not limited to liability as a result of any failure by a Rightsholder to secure the full rights necessary for the End Users use of the Smart Format and/or Digital Pressing.

3.8. You affirm that you are aware and acknowledge that Serenade is a non-custodial service provider and has designed the End User Platform to be directly accessible by Rightsholders and End Users without any customer service involvement or actions taken by Serenade or any third-party. 

4. How do I use Serenade

End Users may obtain a Digital Pressing by obtaining an NFC Chip enabled Smart Format from a Rightsholder that contains access to a particular Digital Pressing.

4.1. Registration obligations

4.1.1. Anyone can browse the Serenade platform without registering for an account. You may be required to register with Serenade in order to access and use certain features on the End User Platform, such as participating as a Rightsholder or End User. If you choose to register for the End User Platform, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by our registration form. Registration data and certain other information about you are governed by our Privacy Policy. You must be at least 18 years old to register for an account as an Rightsholder and/or End User, and at least 18 years old to use the Platform. If you are between 13 and 18 years old, you must have the expressed permission of a parent or legal guardian who can accept these Terms on your behalf.

4.2. User Account, Password, and Security

4.2.1. You are responsible for maintaining the confidentiality and security of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Serenade of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing Serenade. Serenade will not be liable for any loss or damage arising from your failure to comply with this Section.

4.2.2. You can contact Serenade at [email protected]



4.3. Redemption Link and NFC Chips

4.3.1. Upon obtaining a Smart Format End Users may be given a Redemption Link that activates an NFC Chip embodied in a Smart Format by a Rightsholder that will give such End Users access to a particular Digital Pressing that can be accessed via the End User Platform.

4.3.2. Each End User warrants and represents that they shall not transfer or assign, and not try to transfer or assign, a Digital Pressing in a way that avoids the operation and/or conditions pertaining to the Digital Pressing. Each User acknowledges that access to the content pertaining to a Digital Pressing may be revoked if the User engages in activity that is contrary to this clause.

5. Modifications to the Platforms

5.1. Serenade reserves the right to modify or discontinue, temporarily or permanently, the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) with or without notice. You agree that Serenade will not be liable to you or to any third party for any modification, suspension, or discontinuance of the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof)

6. What are the rules for using Serenade?

6.1. When using Serenade, no Rightsholder is allowed to:

(a) knowingly use the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) or any Digital Pressing for any purpose that is improper or illegal or that they should have known is improper or illegal.
(b) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) they do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Serenade, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Serenade or its Rightsholders to any harm or liability of any type;
(c) interfere with or disrupt the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof); or
(d) violate any applicable local, state, national or international law, or any regulations having the force of law or which would involve proceeds of any unlawful activity;
(e) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(f) solicit personal information from anyone under the age of 18;
(g) harvest or collect email addresses or other contact information from the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(h) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
(i) further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;
(j) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof);
(k) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof), or to collect information about its users for any unauthorized purpose;
(l) create accounts by automated means or under false or fraudulent pretences;
(m) access or use the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) for the purpose of creating a product or service that is competitive with any of our products or services;
(n) offer securities or advertise, market or otherwise suggest that Digital Pressings are investments.

7. Use of Intellectual Property

7.1. Rightsholder Rights

7.1.1. The Rightsholder warrants that it owns and/or has full authority to all legal right, title, and interest in all intellectual property rights underlying the Digital Pressings provided by the Rightsholder on the End User Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Rightsholder confirms that it has the right to reproduce, prepare derivative Digital Pressings, distribute, and display or perform the Digital Pressings.

7.1.2. Rightsholder acknowledges that it shall be Rightsholder’s sole responsibility to obtain clearance of all rights, including the rights of any third-party contributors or owners or holders of any copyrights contained in the Digital Pressing for the creation, delivery, availability and provision of Digital Pressings to Serenade and for use on the End User Platform and the making available on the Platform including via the Digital Pressings. 

7.1.3. Rightsholder will also be solely responsible for paying all required clearance payments, revenue shares, royalties or other payments to any third parties in relation to the use and exploitation of the Digital Pressings.

7.1.4. For the avoidance of doubt, in the event the Digital Pressing include any third-party rights, including but not limited to master recording or video or photographic rights or literary rights or image and likeness rights the Rightsholder shall be solely liable for clearance of such rights for use within the Digital Pressing and be solely liable for payment of any fees or other amounts to the owners of such rights, and the Rightsholder will indemnify and hold Serenade and its Affiliates harmless against any claims by the owners of the rights.

7.1.5. The parties acknowledge and agree that the performance, making available, mechanical reproduction or broadcast of any Assets to Users may be subject to Music Copyright Licenses with respect to the performance or broadcast of works or other rights within Digital Pressings or for the creation of a Smart Format (“Music Copyright Licenses”). The parties acknowledge that in if such Music Copyright Licenses that are required for the mechanical reproduction, performance, making available or broadcast of any Digital Pressing in any part of the world, the Rightsholder shall be solely liable for obtaining such Music Copyright Licenses and for making payment of all fees required pursuant to such Music Copyright Licenses (the “MCO Fees”), and the Rightsholder undertakes to indemnify and hold Serenade harmless against any claims by any collection societies or any other third party relating to the performance, making available or broadcast of works or other rights within the Smart Format or Digital Pressings, including for such MCO Fees.

7.1.6. Rightsholders hereby acknowledge, understand, and agree that providing a Digital Pressing on Serenade constitutes an express and affirmative grant to Serenade, its affiliates and successors a non-exclusive, world-wide, assignable, sub-licensable, perpetual license to make copies of, display, perform, reproduce, and distribute the Digital Pressings on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Serenade End User Services and Serenade Rightsholder Services, and to enable Serenade to fulfil the End User expectations with respect to their rights pursuant to obtaining a Smart Format from a Rightsholder, or any other purpose related to Serenade, including without limitation, the express right to: (i) display or reference the Digital Pressings on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to potential Rightsholders or potential End Users; (ii) indexing the Digital Pressings in electronic databases, indexes, catalogues; and (iii) hosting, storing, distributing, and reproducing one or more copies of the Digital Pressings within a distributed file keeping system, node cluster, or other database or causing, directing, or soliciting others to do so.

7.1.7. Rightsholders expressly represent and warrant that their Digital Pressings on Serenade contain only original content otherwise authorized for use by the Rightsholder, and does not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Rightsholder, not authorized for use by the Rightsholder, not in the public domain, or otherwise without a valid claim of fair use, the Rightsholder further represents and warrants that it has permission to incorporate the unoriginal content.

7.1.8.  Rightsholders irrevocably release, acquit, and forever discharge Serenade and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Serenade’s use of a Digital Pressings or content thereof in accordance with these Terms.

7.1.9. Each Rightsholder indemnifies Serenade against any and all claims by a third party to the extent arising from a claim by a third party that a Digital Pressing of the Rightsholder, or Serenade’s use of that Digital Pressing through the End User Platform in accordance with these Terms, infringes the intellectual property rights of that third party.

7.1.10. Serenade may take reasonable steps in verifying the identity of Rightsholders and ensuring that their Digital Pressings hosted on Serenade contain only original content authorized for use by the Rightsholder.

7.1.11. Serenade’s making available of the Digital Pressings on the End User Platform shall be as a service provider and/or facilitator only and Serenade shall not be a party to the sale and have no liability to any Users in relation to the Digital Pressings, including as a result of any failure by the Rightsholder to secure the full rights necessary for a User’s use of such Digital Pressing.

7.2. End User Rights

7.2.1. End Users receive Redemption Link embedded with the Smart Format representing their right to access the Digital Pressing as a piece of property, but do not own the creative work itself or intellectual property contained therein. End Users may access and use the Digital Pressings, for personal use but End Users do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Digital Pressings, excepting the limited license to the Digital Pressings granted by these Terms and the terms applicable to a specific Digital Pressing as determined by the Rightsholder. Upon accessing a Digital Pressing, End Users receive a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to access the Digital Pressings legally accessed and properly obtained by the End User.

7.2.2. Users agree to use the Smart Format, End User Platform, Serenade End User Services, Digital Pressings and/or Digital Pressing content solely for personal use and the End User agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of a Digital Pressing, use of a Digital Pressing, or access a Digital Pressing except as otherwise expressly provided for under these Terms of Service and any terms specific to a particular Digital Pressing.

7.2.3. Some Rightsholders may sell physical goods or real-life experiences included in a Digital Pressing. Although Serenade takes steps to verify the accuracy and authenticity of Rightsholders’ Digital Pressings, Serenade disclaims any and all legal obligation or liability relating to any physical good or experience the Rightsholder represents corresponds with the Digital Pressing. In the event of any dispute regarding such feature, the End Users sole recourse is with the Rightsholder.

7.2.4. The End User agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Rightsholder’s express prior written consent in each case:
(a) modify, distort, mutilate, or perform any other modification to the content included in a Digital Pressing which would be prejudicial to the Rightsholder’s honor or reputation;
(b) use the Digital Pressings or content thereof to advertise, market, or sell any third party product or service;
(c) use the Digital Pressings or content thereof in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
(d) incorporate the Digital Pressings or content thereof in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for the User’s personal, non-commercial use;
(e) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Pressings of content thereof;
(f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Pressings or content thereof;
(g) falsify, misrepresent, or conceal the authorship of the Digital Pressings or content thereof; or
(i) otherwise utilize the Digital Pressings for the User’s or any third party’s commercial benefit.

7.2.5. End Users irrevocably release, acquit, and forever discharge Serenade and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for End User’s use of a Digital Pressings or content thereof in not in accordance with these Terms.

7.2.6. End User indemnifies Serenade against any and all claims by a third party to the extent arising from a claim by a third party that a Digital Pressing of the Rightsholder, or Serenade use of that Digital Pressing through the Serenade Platform in accordance with these Terms, infringes the intellectual property rights of that third party arising from conduct of the End User.

8.3. Platform Content, Software and Trademarks

8.3.1. End Users and Rightsholders acknowledge and agree that the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Serenade, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) or the Platform Content, in whole or in part. In connection with your use of the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Serenade from accessing the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) or distributed in connection therewith are the property of Serenade, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Serenade.

8.3.2. The Serenade name and logos are trademarks and service marks including the Terms “Digital Pressing” and “Smart Formats” when used in relation to music-based products and services (whether registered or unregistered) of Serenade (collectively the “Serenade Trademarks”). Other company, product, and service names and logos used and displayed via the End User Platform or the Rightsholder Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Serenade. Nothing in this Terms of Service or the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Serenade Trademarks displayed on the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof), without our prior written permission in each instance. All goodwill generated from the use of Serenade Trademarks will insure to our exclusive benefit.

9. Third Party Material
9.1. Under no circumstances will Serenade be liable in any way for any content or materials of any third parties, whether they be End-Users, Rightsholders or visitors to the Platform in the event that any third party posts or provides content to the Platform whether of their own volition or at the invitation of Serenade, including, but not limited to, for any errors or omissions in any content, for any purported rights or for any loss or damage of any kind incurred as a result of the use of any such content. Aside from as explained above, you acknowledge that Serenade does not pre-screen content, but that Serenade and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the End User Platform. Without limiting the foregoing, Serenade and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Serenade, in its sole discretion, to violate the rights of any third party (including, without limitation abusing, stalking, threatening or otherwise, infringement of copyright, trademark, or other intellectual property right, misappropriation of trade secrets, confidential information, electronic fraud, invasion of privacy, pornography, obscenity or libel) or be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content or of any Digital Pressings, including any reliance on the accuracy, completeness, or usefulness of such content.

10. Rightsholder Content Transmitted Through the Platform

10.1. With respect to the content, Digital Pressings, or other materials you upload through the Platform or share with End Users or visitors to the Platform (collectively, “Rightsholder Content”), a Rightsholder will represent and warrant that they own all right, title and interest in and to such Rightsholder Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any Rightsholder Content, you hereby grant Serenade and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your Rightsholder Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.

10.2. Any questions, comments, suggestions, ideas, feedback or other information about the End User Platform or the Rightsholder Platform (“Submissions”), provided by you to Serenade are non-confidential and Serenade will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

10.3. Serenade may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Serenade, its Rightsholders and the public. You understand that the technical processing and transmission of the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof), including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

11. Sales Tax

11.1. In any jurisdiction where Serenade has an obligation to collect Goods and Services Tax (GST), sales tax or Value Added Tax (VAT) (collectively or individually “Sales Tax”) on consumer purchases made using our Platform and in the event that Serenade does facilitate customer purchases:
(a) Serenade will calculate applicable Sales Tax to a Customer transaction on the platform; and
(b) Serenade will collect the tax amount via any means available to us, including collection through the applicable Serenade Payment Gateways, and remit the tax to the relevant authority.

12. Other Taxes

12.1 Rightsholder’s are responsible to pay any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with their use of Serenade (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

13. Copyright Complaints

13.1. Serenade respects the intellectual property of others, and we require our Rightsholders and End Users to do the same. If you are a third party and you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Serenade of your infringement claim in accordance with the procedure set forth below.

13.2. Serenade will process and investigate notices of alleged infringement and may take action under applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Serenade at [email protected] (Subject line: “Takedown Request”).

13.3. To be effective, the notification must be in writing and contain the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

14. Counter-Notice

14.1. If you are a Rightsholder and you believe your Rightsholder Content that was removed (or to which access was disabled) is not infringing of the rights of a , or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your Rightsholder Content, you may send a written counter-notice containing the following information to Serenade:
(a) your physical or electronic signature;
(b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the appropriate court located within the city of London and the laws of the United Kingdom and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

14.2. If a counter-notice is received by the Serenade, Serenade will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or Rightsholder, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

14.3. Rightsholders expressly agree to cooperate and respond in a timely manner to Serenade’s investigations, requests, and inquiries related to intellectual property disputes or allegations of infringement.

15. Indemnity and Release

15.1. Both End Users and Rightsholders agree to release, indemnify and hold Serenade and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof), any Rightsholder Content, your connection to the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof), your violation of these Terms or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee.

16. Disclaimer of Warranties

16.1. End Users and Rightsholders acknowledge and agree that the technologies used by Serenade are inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules which can adversely affect the operation of the Serenade End User Services and Serenade Rightsholder Services and may expose End Users and Rightsholders to a risk of total loss, forfeiture of Digital Pressings.

16.2. Your use of the platform is at your sole risk. The platform is provided on an “as is” and “as available” basis. Serenade expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

16.3. Serenade makes no warranty that (i) the platform will meet your requirements, (ii) the platform will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the platform will be accurate or reliable, or (iv) the quality of any products, platforms, information, or other material purchased or obtained by you through the platform will meet your expectations.

16. Limitation of Liability

16.1. You expressly understand and agree that Serenade will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, loss in value of any Digital Pressings, damages for loss of goodwill, use, data or other intangible losses (even if Serenade has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from: (i) the use or the inability to use the platform; (ii) the cost of procurement of substitute goods resulting from any Digital Pressings, goods, data, information purchased or obtained or messages received or transactions entered into through or from the platform; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) or (v) any other matter relating to the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof). In no event will Serenade’s total liability to you for all damages, losses or causes of action exceed the amount you have paid serenade in the last six (6) months, or, if greater, one hundred dollars (AUD$100).

16.2. Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the End User Platform) or the Rightsholder Platform or with these Terms of Service of the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof), your sole and exclusive remedy is to discontinue use of the End User Platform or the Rightsholder Platform.

17. Termination Rights

17.1. You agree that Serenade, in its sole discretion, may suspend or terminate your or use of the End User Platform (or any part thereof) or the Rightsholder Platform (or any part thereof) and remove and discard any content within the End User Platform or the Rightsholder Platform for any reason, including, without limitation, for lack of use or if Serenade believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the End User Platform or the Rightsholder Platform, may be referred to appropriate law enforcement authorities. Serenade may also in its sole discretion and at any time discontinue providing End User Platform or the Rightsholder Platform, with or without notice. You agree that any termination of your access to the End User Platform or the Rightsholder Platform under any provision of this Terms of Service may be effected without prior notice and acknowledge and agree that Serenade may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or End User Platform or the Rightsholder Platform. Further, you agree that Serenade will not be liable to you or any third party for any termination of your access to End User Platform or the Rightsholder Platform.

17.2. Serenade will not get involved in disputes between multiple Rightsholders in respect of a Digital Pressings. You agree that End Users and Rightsholders are solely responsible for their interactions with any End User or Rightsholders in connection with End User Platform or the Rightsholder Platform and Serenade will have no liability or responsibility with respect thereto. Serenade reserves the right, but has no obligation, to become involved in any way with disputes between any End Users and/or Rightsholder of End User Platform or the Rightsholder Platform.

18. General legal terms

18.1. These Terms of Service constitute the entire agreement between you and Serenade and govern your use of End User Platform or the Rightsholder Platform, superseding any prior agreements between you and Serenade with respect to End User Platform or the Rightsholder Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms of Service will be governed by the laws of the United Kingdom without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Serenade agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the United Kingdom. The failure of Serenade to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Serenade, but Serenade may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. End User Platform or the Rightsholder Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on End User Platform or the Rightsholder Platform.

19. Your Privacy

19.1. At Serenade, we respect the privacy of our Rightsholders and End Users. For details, please see our Privacy Policy. By using End User Platform or the Rightsholder Platform, you consent to our collection and use of personal data as outlined therein.

20. Additional terms Applicable to US Users and Rightsholders

20.1. Governing Law
20.1.1. All matters relating to these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including noncontractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

20.2. Dispute Resolution; Binding Arbitration
20.2.1. Please read these Terms of Service carefully, as they contain an agreement to arbitrate and other important information regarding your legal rights, remedies, and obligations. The agreement to arbitrate requires (with limited exception) that you submit all claims you have against us to binding and final arbitration, and further (1) you will only be permitted to pursue claims against Serenade on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis, and (3) you may not be able to have any claims you have against us resolved by a jury or in a court of law.

20.2.2. You and Serenade agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Serenade agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s), except that you may pursue a claim for and the arbitrator may award public injunctive relief under applicable law to the extent required for the enforceability of this provision.

20.3. Indemnity and Release
20.3.1. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

20.3.2. If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

20.4. Limitation of Liability
20.4.1. If you are an Rightsholder from New Jersey, the foregoing sections titled “disclaimer of warranties” and “limitation of liability” are intended to be only as broad as is permitted under the laws of the state of New Jersey. If any portion of these sections is held to be invalid under the laws of the state of New Jersey, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.

20.5. Notice for California Rightsholders
20.5.1. Under California Civil Code Section 1789.3, Rightsholders of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Serenade, Inc., 11420 Santa Monica Blvd, PO Box 252111, Los Angeles, CA 90025, or at (657) 229-1518. Dispute Resolution By Binding Arbitration: Please read this section carefully as it affects your rights.

20.5.2. This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Serenade, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Platforms, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Serenade are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

21. Additional terms Applicable to Australian End Users and Rightsholders

21.1. Serenade will not be liable for the acts or omissions of third parties, nor will Serenade be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

21.2. Smart Formats or Digital Pressings are not financial products within the meaning of the Corporations Act 2001 (Cth) and Serenade does not provide financial services in relation to the management of the Platform and only provides a service to enable End Users to lawfully access Digital Pressings.

21.3. Reimbursement and indemnity payments
21.3.1. If these Terms require a party to reimburse or indemnify another party for a cost or expense, the amount of the cost or expense must be reduced by an amount equal to any input tax credit to which the party being reimbursed or indemnified is entitled for that cost or expense.

21.4. Australian Consumer Law
21.4.1. You agree that you have not relied on any representation, description, illustration or specification that is not expressly stated in these Terms.

21.4.2. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 ("ACL"), or any other applicable law, that cannot be excluded, restricted or modified by these Terms.

21.4.3. To the extent permitted by law (including the ACL), Serenade excludes all warranties, whether express or implied (not including any consumer guarantees under the ACL), including any warranties or representations concerning availability of the Platform, quality, completeness, accuracy, suitability, acceptability or fitness of the Digital Pressing or the Platform including all links to or from End User Platform or the Rightsholder Platform and Digital Pressings accessible using the End User Platform. Subject to the consumer guarantees provided for in consumer protection legislation (including the ACL), we do not warrant that you will have continuous access to End User Platform or the Rightsholder Platform. We will not be liable in the event that the full functionality of End User Platform or the Rightsholder Platform is unavailable to you or due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply.

21.5. Dispute Resolution by Mediation
21.5.1. Delivering a Dispute Notice:
If any dispute, controversy or claim arises between Serenade and you arising out of, relating to or in connection with these Terms ("Dispute"), the parties may deliver written notice ("Dispute Notice") to one another which set out:
(a) the nature of the Dispute; and
(b) the relief or remedy that the party seeks.
The Dispute Notice to Serenade should be sent to 11 Wilson Street, South Yarra VIC 3141.

21.5.2. Parties must negotiate:
During the period of 10 Business Days after delivery of the Dispute Notice, or any longer period agreed in writing (Initial Period), each of the parties must use undertake genuine and good faith negotiations with a view to resolving the Dispute.

21.5.3. Referral to mediation (ad hoc):
If the parties are unable to resolve the Dispute in the Initial Period, then the Dispute must be referred to mediation in accordance with the following:
(a)The parties must agree on a mediator within 10 Business days after the end of the Initial Period. If they fail to do so, any party may request Australian Dispute Centre ("ADC") to appoint a mediator.
(b) Any mediator agreed by the parties or appointed by ADC must be independent and impartial.
(c) The mediation must be commenced within 20 Business Days after the mediator has been appointed and must be concluded within 30 Business Days after the mediator has been appointed, unless otherwise agreed between the parties to the Dispute.
(d) The mediation must take place in Sydney.
(e) The parties must in good faith co-operate with the mediator and must comply with requests by the mediator including requests to submit written materials, provide evidence, attend meetings and pay the mediator's fees.
(f) The parties agree that the mediation will be private and confidential and they undertake not to rely on or introduce as evidence in any arbitral or judicial proceedings, whether or not such proceedings relate to the Dispute that is the subject of the mediation, any matter relating to the mediation (including the existence of the mediation), any settlement agreement, materials created for the purpose of the mediation and documents produced by another party in the mediation except:
a. for the purpose of making an application to a court of competent jurisdiction to enforce the settlement agreement;
b. pursuant to the order of a court of competent jurisdiction; or
c. if required by the law of any State which is binding on the party making the disclosure.

21.5.4. Other proceedings:
No party may commence any judicial proceedings in relation to the Dispute unless:
(a) it has complied with any obligations under this section;
(b) those proceedings are commenced for the purpose of enforcing this section or to seek interlocutory relief; or
(c) following the procedures in this section would mean that a limitation period for a cause of action arising from or relating to the Dispute will expire.

22. General

22.1. Force Majeure: No party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: power failure, act of God, governmental act, war, fire, flood, explosion or civil commotion, epidemic or pandemic.

22.2. Waiver: The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.

22.3. Severance: If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

22.4. Variation: This Agreement may not be varied except in writing signed by the authorised representatives of all the parties to this Agreement.

22.5. Relationship between the parties: Nothing in this Agreement shall be deemed to constitute a partnership or joint venture or contract of employment between Serenade and any Rightsholder or Serenade and any End User nor does this agreement constitute any of Serenade, any End User or any Rightsholder to be the agent of the other.

22.6. Rights of third parties: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. 

22.7. Publicity:  Any publicity or PR around this Agreement will be by mutual agreement, save that Serenade may state that it is working with Rightsholder in factual non-endorsing references for the purpose of promoting its own business, including but not limited to on its website and on credentials pitches with prospective clients.  

22.8. No agency:  Nothing in this Agreement is intended to, or shall be deemed to, constitute any Party as the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party other than as provided for in this Agreement.

22.9. Notices: Any notice required to be given under this Agreement shall be in writing and shall be sent by pre-paid first-class post, or by email to the address of the relevant party as set in the Commercial Terms, or to such other postal or email address as such party may have notified to the other for such purposes. Such notice shall be deemed to have been given: if sent by first-class pre-paid post, two Business Days after the date of posting; or if sent by email, the first business day after the date on which the email was sent.

22.10. Entire agreement:  This Agreement and documents linked or referred to, constitutes the entire agreement between the Parties relating to its subject matter.  Each Party acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement.

22.11. Assignment: Serenade shall be entitled to transfer or assign its rights under this Agreement to an affiliate or subsidiary of Serenade or to a person, firm or corporation acquiring all or substantially all of Serenade’s assets without Rightsholder’s prior written approval. Any other transfer or assignment shall require Rightsholder’s prior written consent which is not to be unreasonably withheld or delayed. The Rightsholder shall not have the right to assign this Agreement without Serenade’s prior written consent which is not to be unreasonably withheld or delayed.

22.12. Legal advice: A Rightsholder acknowledges and confirms that they have been advised to seek and that they have taken independent legal advice prior to signing and being bound by the terms of this Agreement.

22.13. Law and jurisdiction:  Unless otherwise provided in this Agreement will be governed by the laws of the United Kingdom and the parties submit to the exclusive jurisdiction of the courts of England in resolving any disputes between the parties.

22.14. VAT: Any payments made under this Agreement are expressed as exclusive of value added tax or any similar sales tax (“VAT”) which shall (if applicable and legally due) be additionally payable by Rightsholder upon receipt of an appropriate VAT invoice from the Serenade.

22.15. Confidentiality: Each party shall keep the contents of this Agreement and all negotiation relating to it (to the extent not in the public domain other than by breach of this clause) confidential and shall not disclose the provisions of this Agreement to any third party, save to either party’s professional advisors who are bound by a professional duty of confidence or to the extent may be required by law or fiscal authority.