Terms &
Conditions

Terms for all Users

Acceptable Use Policy

Wavetick - Beatmaker Agreement

Customer - Beatmaker Agreement

Black (Sounds & Tracks)

Diamond (Sounds & Tracks)

Cookie Policy

Welcome to www.wavetick.com (the "Site"). The Site and its associated Service are provided by WAVETICK LIMITED, a company registered in England and Wales under number 14061529 and whose registered office is 7 Bell Yard, London, England, WC2A 2JR (“we”, “us”, “our”, or “Wavetick”).

The Terms and Conditions set out below govern your use of the Site, whether as a browser and/or as a Customer. Please read these Terms and Conditions carefully before you start to use the Site and/or Services. By using the Site and/or Services, you indicate that you accept these Terms and Conditions and that you agree to abide by them. If you do not agree to these Terms and Conditions, please refrain from using the Site and/or Services.

Terms for all Users of the Site

The Terms set out here govern the use of the Site and/or Services by all Users and comprise your agreement with us.
These Terms and Conditions use some capitalised terms which have particular meanings, and which are set out below:
1. “Affiliate” means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of this body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being as defined in section 1159 of the Companies Act 2006;
2. “Customer” means any person or entity (whether, without limitation, a solo artist, group, customer, website visitor, producer, DJ, label and/or brand) who has set up an account with us to access, acquire, purchase, download and use Beats;
3. “Beatmaker” means any person or entity (whether, without limitation, a solo artist, group, producer, DJ and/or label) who uploads and provides Beats via the Site for purchase by a Customer;
4. “Beats” means:
  - any and all audio materials including, without limitation, beats, sound recordings, stems, loops and/or samples, and/or all underlying songs (musical compositions and/or lyrics (if applicable)) embodied and/or incorporated in and to all of the foregoing, uploaded and provided to the Site by Beatmaker or us; and
  - any and all non-audio based material uploaded and provided to the Site by Beatmaker or us to include but not limited to MIDI files, synthesiser presets and patches, effects patches and DAW templates.
  A “Beat” may also be referred to or labelled as a “Track” or a “Sound” on the Site. For the avoidance of any doubt, and for the purposes of these Terms and Conditions therefore, “Beats” will also include “Tracks” or “Sounds”.
5. “Beat Tiers” means the purchasing and licensing categories and tiers for Beats (as set out in more detail in the Beat Tiers Terms which you can find on our site
6. “Customer-Beatmaker Agreement” means the separate agreement between a Customer and a Beatmaker that will apply to purchases of certain Beats in certain Beat Tiers as set out in more detail in the Beat Tiers Terms.
7. “Customer Account” means a Customer’s own personal account with us in order to register with the Site and access, acquire, purchase, download and use Beats;
8. “Confidential Information”means any non-public information, know how, trade secrets or data in any form that is designated as being “proprietary”, “confidential” or “secret” or could reasonably be understood by a reasonable person to be confidential. The term “Confidential Information” shall also include any information not publicly available concerning the products, services (including the Services), finances or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party);
9. “Content” means any and all content or material (in any format or media) of whatever type that is uploaded onto the Site by any Customer or Beatmaker and includes, without limitation, Beats, that Customer’s or Beatmaker’s images, text, audio recordings, video recordings, sounds, animation, pictures, data, metadata, emojis, GIFs and/or memes;
10. “Corporate Entity” means a limited company or incorporated company that an individual Customer uses in order to enter into an Agreement with us and to post, upload and share Content, and/or access, acquire, purchase, download and use Beats;
11. “Customer Fees” means the fees (including any subscription fees) payable by a Customer to us in order to use the Site and access, acquire, download and/or use Beats;
12. “Person with Majority Control” means that individual who controls a Corporate Entity. We define a Person with Majority Control as any individual who meets one or both of the following conditions:
  - the individual holds, directly or indirectly, more than 50% of the shares in the Corporate Entity;
  - the individual holds, directly or indirectly, more than 50% of the voting rights in the Corporate Entity.
13. “Services” means the services we provide you with, and which are available to you, as part of the Site and such other services as we may agree to provide to you in connection with the Site;
14. “Site” means the website www.wavetick.com;
15. “Terms and Conditions” (or “your agreement with us”) means the legally binding agreement between you and us for the provision and use of the Site and/or Services and which comprises the following separate terms:
  1. these Terms for Customers
  2. Beat Tiers Terms
  3. Acceptable Use Policy (or “AUP”)
  4. if you are a specific tier Beatmaker, the Wavetick - Beatmaker Agreement
  5. Privacy Policy and
  6. Cookie Policy
16. “User”, “you”, “your” means any user of the Site or Services (whether as a browser and/or a Customer);
17. “User Data” means information provided by Users in connection with using the Site and/or setting up and managing an account on the Site, including, without limitation, their username, subscriptions, contact details, language and other preferences and settings.
Registering your Customer Account:
1. You do not need to register with the Site if you only wish to browse the Site and/or its content. Certain content will not be available to you unless you register with the Site as a Customer. We will always notify you if you need to register to access any part of the Site.
2. If you wish to access the Site and acquire, purchase, download and use Beats you must first register with us as a Customer by using our online registration process. In doing so, you agree to:
  1. provide true, accurate, current and complete information about yourself as prompted by the Site's registration process; and
  2. maintain and promptly update that information to keep it true, accurate, current and complete.
3. To register with the Site you must either be at least eighteen (18) years old, or be sixteen (16) years or older and have your parent or guardian’s consent to the terms of this Agreement, or if you are required by the laws of the country where you live to be older than eighteen (18) years old in order to enter into a legally binding agreement then you must be the minimum age required by those laws to register. If you are at least sixteen (16) years of age, but under eighteen (18) years of age, you must present this Agreement to your parent or legal guardian, and he or she must click "AGREE" or “SIGN UP,” as may be applicable, to enter into this Agreement on your behalf. We will require you to confirm your age, and/or that (if you are under sixteen (16)) it is your parent or guardian that is entering into the Agreement on your behalf.
4. Children under sixteen (16) years of age may not register for the Site, nor may parents or legal guardians register on their behalf. If you are a parent or legal guardian entering this Agreement for the benefit of your child or a child in your legal care, be aware that you are fully responsible for the child's use of the Site, including all financial charges and legal liability that he or she may incur.
5. Registering as a Customer. Upon registering and in order to set up your Customer Account you will be required to provide us with:
  1. your name;
  2. a valid email address;
  3. a password;
  4. your mobile telephone number;
  5. the following credit or debit card details:
  6. if you are a member of a performing rights or collecting society (for example, the PRS) (“PRO”), your PRO membership number.
6. It is your responsibility alone to keep safe all registration and Customer Account details you provide to us. If you forget either your email address and/or password you can reset these by following the relevant instructions on the log-in page but you will need to know either your email address (if you forget your password) or your password (if you forget your email address). In addition, if you have forgotten your email address we may require you to provide further evidence or information to verify your identity.
7. It is your responsibility alone to ensure your registration and Customer Account are accurate, up-to-date and correct. You may amend your registration and Customer Account at any time on your Customer Account page.
8. You will also be asked to confirm as part of the registration process if you are registering as the principal – that is, as the Customer or Beatmaker yourself – or as a representative of the Customer or Beatmaker – that is, for example, as an Customer’s manager or Beatmaker’s representative and, if so, in what capacity you can act for the Customer or Beatmaker.
9. If you register on behalf of an Customer, you warrant (that is you legally promise us) that you have the Customer’s consent to register for the Customer and that you are authorised to act on behalf of the Customer.
10. You will be asked to provide your email address and password each time you subsequently visit or try to access the Site. In addition, but in accordance with these Terms and Conditions and our Privacy Policy, we shall use this email address to contact you with information about the Site, your registration and/or your Customer Account.
11. Upon completing the Site's registration process you will receive access to your Customer Account. You are responsible for maintaining the confidentiality of your email address, password and your Customer Account and are fully responsible for all activities that occur under your email address, password or Customer Account. You agree to:
  1. immediately notify us of any unauthorised use of your email address, password or account or any other breach of security; and
  2. ensure that you exit from your Customer Account at the end of each session by logging out.
  We will not be liable to you or any third party for any loss or damage arising from your failure to comply with this provision.
12. You are solely responsible and liable for all activity that takes place on your Customer Account, even if it is by some other person or entity.
13. We do not undertake checks or reviews of any User identities or information submitted as part of the registration process and we accept no liability whatsoever (howsoever arising) for any User who registers an Account in breach of these Terms and Conditions.
14. Please note the following clause does NOT apply if a Customer uses a Corporate Entity (see Clause 3.15 below): each Customer owns their own Customer Account to which they must have access all the time. Our Agreement will only be with each Customer personally and not with any other person, entity, manager and/or agency that may represent or assist that Customer. If a Customer does engage such a person, entity, manager or agent it does not affect the Customer’s personal responsibility and liability to us and nor will we be in any way responsible or liable whatsoever to any other person, entity, manager and/or agency that may represent or assist that Customer. Each Customer will be legally responsible for ensuring that all Content posted and all use of that Customer’s Account, and/or all Customer Profile Details and Customer Profile, complies with our Terms and Conditions and our Agreement with you.
15. Customers who use Corporate Entities: if you have, or set up, a Corporate Entity and wish to use that Corporate Entity to enter into your Agreement with us, then the following terms will apply:
  1. we may require you to provide evidence you are the Person with Majority;
  2. you (or your Corporate Entity) are solely responsible and liable for complying with all laws, including without limitation all applicable tax laws and regulations, in respect of that Corporate Entity and you (and/or your Corporate Entity) will indemnify us and/or our Affiliates from any claim made against us (including, but without limitation, any claim made by a tax authority) arising from your or your Corporate Entity's failure to comply with or breach of any such laws and regulations.
16. We may offer promotional trial subscriptions to access the Site and Beats for free for a limited time or at special discounted prices. If you sign up for a trial use, your rights to access the Site and Beats will be limited by the terms of such trial and will terminate or renew on the terms of such trial arrangement and/or any applicable additional terms and conditions that apply to such trial.
Content:
1. In using the Site and/or the Services to upload or provide any Content you agree and warrant (that is, legally promise) the following:
2. We are not responsible for and do not control, edit, moderate, review, support or endorse any part of your Customer Account details and/or Content. We may, but we are not under any obligation, to monitor any Customer Account details and/or Content.
Pricing of Beats:
1. The price of each Beat (which includes VAT) will be the price indicated on the Site page listing such Beat when you placed your order. The listing will also inform you if the Beat is subject to a separate Customer-Beatmaker Agreement. Whilst we take all reasonable care to ensure that the price of the Beat is correct, but if a Beat’s correct price when you place your order is less than the listed price when you place your order, we will charge the lower amount.
2. If the Beat’s correct price when you place your order is higher than the listed price when you place your order we will email you to inform you of this and ask you for your instructions before we accept your order.
3. All payments for purchases on the Site must be in UK Pounds Sterling. We may also present prices in the following currencies: UK Pounds Sterling (GBP), Euro (EUR), Japanese Yen (JPY) and US Dollar (USD). The prices displayed in currencies other than GBP are only an approximation and the actual exchange rates applied by the banks at the time of purchase may vary. You are responsible for payment of all applicable currency exchange and other bank charges.
4. All prices quoted for Beats are shown to be exclusive of VAT, which we will charge at the current VAT rate from time to time in force at the time of purchase.
5. If you do not pay the purchase price to us for any Beat then – in addition to our other rights and remedies either at law or under your Agreement with us – we reserve the right to charge interest to you on the overdue amount at the rate of four percent (4%) per year above the base lending rate of the Bank of England from time to time, accruing on a daily basis from the date payment should have been made until the date of actual payment.
6. We reserve the right to set prices for Beats at our own discretion and change pricing, including implementing discounts and sales.
Contracts for the purchases of Beats:
1. Each purchase of a Beat is an individual sale and subject to the terms and conditions of these Terms and Conditions. Each purchase of a Beat by you as a Customer will be regarded as a separate transaction and give rise to a separate agreement between either you and us, or be governed by a Customer-Beatmaker Agreement, save that such separate agreement will be subject to these Terms and Conditions. Each delivery of a Beat will constitute a separate sale, whether delivery is in whole or partial fulfilment of an order.
2. Depending upon which Beat Tier you use to purchase a Beat, your agreement for that Purchase will either be between you and us, or subject to a Customer-Beatmaker Agreement. The terms of these agreements, and when they come into force, are set out in the Beat Tiers Terms.
Ordering and Purchasing Beats:
1. Please note the following does not apply to any Customer-Beatmaker Agreements (see Clause 7.2 below). When you place an order to purchase a Beat directly from the Site (as opposed to directly from a Beatmaker under a Customer-Beatmaker Agreement) your order is an offer to us to buy the Beat(s) in your order. When you place an order to purchase a Beat, we will send you an e-mail confirming receipt of your order, and containing the details of your order (such as your order number) (the "Beat(s) Order E-mail"). The Beat(s) Order E-mail is acknowledgement that we have received your order - it does not confirm our acceptance of your offer to buy the Beat(s) ordered. We only accept your offer, and conclude the contract of sale for Beat(s) ordered by you, when we dispatch the Beat(s) to you and send e-mail confirmation to you that we have dispatched the Beat(s) to you (the "Beat(s) Dispatch E-mail"). If your order is sent to you in more than one dispatch, you may receive a separate Beat(s) Dispatch E-mail for each dispatch, and each Beat(s) Dispatch E-mail and corresponding dispatch will conclude a separate contract of sale between you us for the Beat(s) specified in that Beat(s) Dispatch E-mail.
2. Please note the following applies to any Customer-Beatmaker Agreements. For certain purchases of Beats in certain Beat Tiers (as set out in our Beat Tiers Terms, all your interactions, transactions and/or purchases will be with the Beatmaker concerned directly on the terms of Customer-Beatmaker Agreement. Whilst we will dispatch Beats that are subject to a Customer-Beatmaker Agreement directly to you and we may facilitate such interactions and/or transactions through the Site, we are not a party to any Customer-Beatmaker Agreement (or any other direct agreement or arrangement between a Customer and a Beatmaker).We are not responsible for, and (to the fullest extent permissible under law) we disclaim any and all liability, howsoever arising, a Customer or a Beatmaker may incur or suffer from any interactions and/or transactions made under or further to a Customer-Beatmaker Agreement.
Cancelling your orders, and returns:
1. Please note the following does not apply to any Customer-Beatmaker Agreements (see Clause 8.4 below). You can cancel any order for a Beat(s) without giving any reason at no cost before we send you the Beat(s) Dispatch E-mail and we will reimburse you the price you paid for that Beat(s). This does not affect your further statutory right to cancel set out in Clause 8.2 below. However, please note that this right to cancel does not apply once you have begun to download or use the Beat(s) you ordered.
2. Consumer Contracts Regulations 2013. You have the right to change your mind and cancel your order for a Beat without giving any reason, before you download, stream or use the Beat(s) you have ordered and we will reimburse you the price you paid for that Beat(s). You have fourteen (14) days from the date of our Beat(s) Dispatch Email to start downloading your Beat(s). However, please note that you do not have the right to change your mind in respect of:
3. To cancel your order you must notify us by contacting info@wavetick.com quoting your order number, order date and email address. When reimbursing you we will use the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise. In any event, you will not incur any fees as a result of such reimbursement.
4. Please note the following applies to any Customer-Beatmaker Agreements. Your rights to cancel any order further to a Customer-Beatmaker Agreement will be set out in that Customer-Beatmaker Agreement, but this will always include or incorporate your statutory right to change your mind and cancel your order as set out in Clauses 8.1 and/or 8.2 above.
Changes to the Terms and Conditions, Site and Services:
1. We may revise and amend these Terms and Conditions from time to time:
  1. to reflect changes in, but not limited to, market conditions affecting our business, changes in technology, changes in payment methods and/or changes in operability and functionality;
  2. only to the extent reasonably necessary to comply with any requirement under or change of applicable law or any regulatory requirements affecting rights and/or obligations arising from or connected with these Terms of Conditions; and/or
  3. where we reasonably consider such changes are necessary to counter or otherwise deal with any threat or danger to Users including, without limitation, from viruses, malware, cybersecurity risks, fraud, breaches of data or confidentiality;
  and after giving to you as much as advance written notice as is reasonably possible at the time and in the circumstances and the date upon which it is to be effective – except we shall be entitled to take such actions immediately in respect of any changes required under Clause 9.1(c) above. If such amendment materially prejudices your interests under these Terms of Use, you may notify us that you wish to terminate this Agreement and such termination shall be effective on the date upon which such amendment to these Terms of Use would otherwise be effective between you and us.
2. In addition, you acknowledge that from time to time during the Term we may apply upgrades to the Site and Services, and that such upgrades may result in changes to the appearance and/or functionality of the Site. We try to ensure that upgrades do not disable, delete or significantly impair the existing functionality of the Site. However, we may, in our discretion, need to discontinue some features and functionality or make wider changes to these Terms and Conditions from time to time. If we do so, we will give you at least 30 days’ notice, and you will have a right to request termination of this Agreement.
3. You will be bound by any updated Terms and Conditions in effect if you continue to use the Site or Services after the date they have been updated.
Intellectual property rights and indemnity:
1. We grant to you a personal, non-exclusive, non-transferable right to access and use the Site and the Services upon and subject to the terms of these Terms and Conditions. You may not use the Site and/or the Services for any other purposes than are set out in these Terms and Conditions.
2. Our license terms for the acquisition and use of Beats by Customers are also set out in the Beat Tiers Terms
3. Depending upon which Beat Tier you use to purchase a Beat, your agreement for that Purchase will either be between you and us, or subject to a Customer-Beatmaker Agreement. The terms of these agreements, and when they come into force, are set out in the Beat Tiers Terms
4. The Site and/or the Services are provided subject to the following:
  1. you undertake you shall not (and shall not permit any other User or third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Site and/or the Services in whole or in part, except to the extent permitted by law; and/or
  2. payment by you of all applicable prices and charges for Beats you purchase, and/or other applicable fees (if any) as may be set out in these Terms and Conditions.
5. We and/or our licensors own all intellectual property rights in and to the Site and/or the Services. Except as expressly stated herein, these Terms and Conditions do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, designs, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Site, the Services or any related documentation.
6. You and/or any relevant third party licensor from whom you have acquired any rights in your Content own all intellectual property rights in and to your Content. You grant us a perpetual, non-exclusive, royalty-free license to use your Content for the purposes of providing the Site and/or Services subject always to these Terms and Conditions. This license is sub-licensable, assignable and transferable by us. This license will therefore continue after your agreement with us ends and you stop using the Site, will allow us to license your Content to other people or transfer that license to a third party (though we will not sell Content to anybody other than if we sell or transfer our business to a third party), allows us to add elements to your Content (such as watermarks) and to make your Content available on the Site so that other Users can access and view it.
7. You waive any moral rights which you may have under any applicable law to any Content posted by you on the Site. This waiver does not affect in any way your ownership of any intellectual property rights in your Content which at all times remains with you so that you are, and remain, entitled to prevent any unauthorised copying of your Content.
8. You shall defend, indemnify and hold us, our Affiliates and their (and our) respective directors and employees harmless against any claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with:
  1. your use of the Site and/or Services;
  2. claims from a third party that your Content infringes the intellectual property rights or other rights of a third party;
  3. any breach of your warranties or representations under these Terms and Conditions or other laws or regulations.
Our warranties and obligations to you:
1. Subject to the remaining provisions in this Clause 11, we warrant (that is, legally promise) that:
  1. during the Term we will provide the Site and/or the Services with reasonable due care and skill in accordance with these Terms and Conditions, and in compliance with such English law and regulation as is applicable to our supply of the Site and/or Services;
  2. the Site and the Services (excluding your Content, which is your responsibility alone) shall not infringe any third party’s intellectual property rights;
  3. we have the authority and right to license all rights to and in the Site and/or the Service as set out in these Terms and Conditions.
2. The warranties in Clause 11.1 do not cover or apply to failures or shortcomings in the provision of the Services caused by, arising out of or due to:
  1. your or any User’s connection to the Internet;
  2. intellectual property rights of which we are not aware; or
  3. accident, abuse or use of the Site and/or the Services in a manner inconsistent with these Terms and Conditions or resulting from events beyond our reasonable control.
3. Subject to Clause 11.2, if the Site and/or the Service does not meet the warranties in Clause 11.1, we will modify, improve or update the Site and/or Services to make them conform. This shall be your exclusive remedy for any breach of such warranties under this Agreement.
4. We shall have no liability under this Agreement for any breach of this Agreement, if any claim relates to:
  1. your use (or use by Users) of the Site and/or the Services that is contrary to these Terms and Conditions;
  2. any claim relating to your Content (such as but not limited to a claim that your Content infringes the rights of any third party); and/or
  3. your use of the Site and/or the Services after notice of an alleged or actual infringement has been given to you by us or by any appropriate authority.
5. We will use reasonable endeavours to maintain the Site and/or the Services free of viruses but we do not warrant or represent that no viruses or other contaminating or destructive materials or elements will be transmitted to you or that your computer system will not be damaged or that defects will be corrected. Accordingly, we recommend that you have your own local anti-virus, anti-spam and anti-spyware programs, that they are of good quality and that they are kept up to date. You are therefore advised to implement and operate your own commercially reasonable and up-do-date virus prevention precautions and measures when accessing the Site and/or the Services.
6. We do not warrant that the Site is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access the Site.
7. We do not warrant that the Site and/or the Services will be uninterrupted, error-free or entirely secure. We do not warrant that the Site and/or the Services will meet your requirements.
8. You agree and acknowledge that we are not responsible for the following:
  1. approving or authorising any User Content, or the views or opinions expressed by other Users in their Content which do not necessarily represent our views;
  2. rights in relation to Content, which can only be granted to you by the User posting or uploading such Content;
  3. if you or your identity is recognised by other Users viewing your Content;
  4. reviewing or moderating Content, as we do not control or modify any Content uploaded or posted to the Site. We may, but we are under no obligation to, monitor Content or to detect breaches of the Terms and Conditions (including, without limitation, the AUP);
  5. you taking, following or otherwise complying (or not doing any of these things) with comments, input, thoughts, instructions or other communications from other Users (which you do, or do not do, entirely at your own risk);
  6. we make no guarantees of any kind that Customers will generate or earn any particular level or amount of monies from their use of Beats; and/or
  7. for registering your interest in the underlying music publishing rights in and to your Beats with your PRO, which is solely your responsibility.
Your warranties and obligations to us:
1. You warrant (that is, legally promise) you:
  1. shall comply with the Terms and Conditions in accessing and using the Site, posting and uploading Content and in your dealings and interactions with other Users of the Site;
  2. own all intellectual property rights (including, without limitation, all copyrights), or you have the consent of the owner of all intellectual property rights, in and to the Content you upload, provide, sell, license or otherwise make available via the Site;
  3. shall comply with all laws, regulations, regulatory policies, guidelines or industry codes (and shall be responsible for obtaining all licenses, clearances and consents) which apply to your use of Beats, the Site and/or the Service. You acknowledge that we are merely a provider of access to the Platform and accept no responsibility for your use thereof or compliance with applicable law or regulation or to any User (other than to the extent we are required by applicable statutory law);
  4. shall not use the Service for any unlawful purposes and/or introduce any offensive, defamatory, illegal, infringing and/or obscene material via the Service;
  5. shall not do, or omit to do, anything which disparages, defames or puts into disrepute us, our trade marks/trading names, goodwill, the Site and/or the Service; and
  6. are fully entitled to enter into and grant all rights granted under this Agreement and that entering into this Agreement shall not in any way conflict with any of your existing obligations, either at the date hereof and/or throughout the Term.
Termination and suspension of your Customer Account:
1. We may suspend your Customer Account and/or remove any of your Content if:
  1. you are in breach of any term or provision of these Terms and Conditions including, without limitation, any license terms set out in the Beat Tiers Terms and which govern your use of Beats;
  2. you and/or your Content do not comply with these Terms and Conditions (including, but not limited to, our AUP); and/or
  3. we reasonably believe your use of the Site (including but not limited to any Content you upload, post or share using the Site) is in breach of, or we reasonably believe is likely to be in breach of, any applicable laws and regulations - which will include (without limitation) laws and regulations which govern financial transactions, money laundering, explicit and/or illegal sexual content, discrimination and/or so-called “hate activities” and/or the promotion and/or sale of alcohol, tobacco, narcotics, fire-arms or other regulated goods and/or services.
2. We will inform you using the email address you provided during registration if suspend or delete your Customer Account and/or your Content.
3. We may investigate any such non-compliance and take such actions as we consider reasonably necessary including, without limitation, suspending, deleting and/or reinstating your Customer Account and/or Content. We will notify you in writing (using the email address you provided when registering for the Site) of any reasons why we have suspended your Customer Account and/or removed your Content.
4. If you wish to review our decision you can contact us at info@wavetick.com.
5. We will not be liable to you for any loss or damages while we investigate any non-compliance nor as a result of any decision we take following such investigations.
Termination of this Agreement:
1. Without prejudice to Clause 13 above we may, at our sole discretion, terminate your agreement with us and your access to the Site:
  1. on giving you thirty (30) days prior notice (by email to the email address you provided during registration);
  2. immediately if you have committed any serious or repeated breach of these Terms and Conditions;
  3. immediately if we reasonably consider that in using your Customer Account and Content you are, or you may, cause harm or threaten us, the Site and/or any other User, or may cause loss or damage to our goodwill.
2. Following suspension or termination of your Customer Account and/or this agreement (as applicable):
  1. we will inform you by email to the email address you provided during registration;
  2. we may deal with your Content in any appropriate manner in accordance with applicable law (including, but not limited to, by deleting it) and you will no longer be entitled to access your Customer Account and/or Content.
3. Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
4. Following termination or expiry of this Agreement we may but shall not be obliged to retain your Content and User Data. If you want us to delete your Content from our servers at any time, you should contact us at info@wavetick.com and we shall delete the same within 30 days of your written notice. Subject to applicable fees, if any, and applicable law, you may request a copy of certain of your User Data up to 30 days following termination or expiry of this Agreement by contacting us at info@wavetick.com. You are responsible for keeping your own master copy of your Content.
Links:
1. Links to the Site: you may link to the Site’s homepage but must only do so in a way that is fair and legal, complies with any terms and conditions of the site from which you are sending the link, does not suggest, state or imply any endorsement or approval by us in relation to such link (or the site from which the link is made), nor in any way that causes any damage to our name, goodwill or reputation.
2. Links from the Site: we are not responsible for any links to third party websites or platforms, services, resources or information provided on or made available through the Site. Accordingly, we make no warranties (that is, legal promises) and accept no liability (to the fullest extent permissible by law) regarding such third-party links, services, resources or information, including without limitation, warranties of fitness for a particular purpose, merchantability or non-infringement and will not be liable for your use of or reliance on such third-party services, resources or information. Such links are provided by us for your convenience only and you use them entirely at your own risk (and subject to any applicable terms and conditions of use of the third party website or platform concerned).
Deleting your Customer Account:
1. To delete your Customer Account, please follow the instructions in your Customer Account. Your Customer Account will remain open while any outstanding Customer Fees are processed and/or until the end of any Customer Subscription Period after which your Customer Account will be deleted within a reasonable thereafter but in any event within forty five (45) days thereafter.
2. Following deletion of your Customer Account you will not be able to access the Site and/or your Content (which will be deleted). We will confirm deletion of your Customer Account by email to the email address you provided as part of your registration.
3. Once deleted, Customer Accounts cannot be reactivated.
Loss, damage and limitations of liability:
1. This Clause 17 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
  1. any breach of the Agreement; and
  2. any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.
2. Except as expressly and specifically provided in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement. So that if these Terms and Conditions do not include any express warranty or provision from us then that warranty or provision cannot be implied under any law.
3. Nothing in this Agreement excludes our liability to any User:
  1. for death or personal injury caused by our negligence; or
  2. for fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be excluded by law.
4. We shall not be obliged to back up (or restore if it is damaged) your Content. Therefore, you undertake to back up (and restore if it is damaged) your Content as often as would be considered reasonably prudent to limit the risk of any data loss and you agree to take sensible precautions to minimise your loss. This may include backing up any locally held data that is also your Content.
5. We shall accept liability for reasonably foreseeable losses (that is to say losses that are, or should be, obvious to happen, or that you and we both thought likely to happen when we entered into this Agreement) arising as a direct result of breach by us of our statutory duty. However we shall not be liable where the causes or potential causes of the loss:
  1. arose from the use of the Site and/or Services for purposes other than set out in the Terms and Conditions;
  2. were reasonably foreseeable and preventable by you such as those arising from, but not limited to:
6. In claiming against us for any losses you are expected to avoid such losses occurring and take reasonable precautions to avoid loss (such as contacting us promptly upon becoming aware of an issue).
7. Except for any claim, loss or liability that arises under Clause 17.3 above (which we cannot exclude or limit), our total aggregate liability to you arising under or in connection with this Agreement or otherwise (whether in contract, tort, including negligence or otherwise, or for breach of statutory duty, and whether foreseeable or not) will not exceed the lower of:
  1. one hundred percent (100%) of the Customer Fees paid by you in the twelve (12) month period preceding the date upon which the claim arose; or
  2. one thousand pounds (£1,000).
8. We will not be liable under this Agreement for indirect, special or consequential losses or loss of profits, revenue, goodwill, reputation, anticipated savings, loss of profits, loss of data or information, including any Content or any other form of indirect or consequential loss or damage.
9. In the event of any breach of the warranties we give in Clause 11.1 your exclusive remedy and our only obligation and liability to you shall be as set out in Clause 11.3.
10. If our performance of our obligations under this Agreement is prevented or delayed by any act or omission of you, your Affiliates, agents, subcontractors, consultants or employees, or Users we shall not be liable for any costs, liabilities, charges or losses sustained or incurred by you or your Affiliates that arise directly or indirectly from such prevention or delay.
Confidentiality:
1. Both you and we may be given access to the other’s Confidential Information in order to perform our respective obligations under this Agreement. That Confidential Information shall not be deemed include information that:
  1. is or becomes publicly known other than through any act or omission of either your or us; or
  2. was in yours or our lawful possession before the disclosure without obligation of confidentiality; or
  3. is lawfully disclosed to you or us by some other person or entity without restriction on disclosure; or
  4. is independently developed by the you or us without reference to the Confidential Information and which independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Both you and we shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than for the purposes of the Agreement.
3. Both you and we shall take all reasonable steps to ensure that the other’s Confidential Information to which you or we have access is not disclosed or distributed to any third party save as may be permitted in these Terms and Conditions, and shall co-operate with the other to help regain control of the Confidential Information if it is lost, and prevent further unauthorised use or disclosure of it.
4. We may, during the duration of the Agreement and for at least three (3) years thereafter maintain records (“Records”) of all material information relating to this Agreement.
5. Notwithstanding yours and our obligations of confidence to each other, you and we may disclose your Confidential Information if required to do so by:
  1. any applicable law;
  2. for us if any competent regulatory authorities wishes to audit or investigate the Records; and/or
  3. a court.
6. Each of us will notify the other as soon as reasonably possible of any formal request by such an authority. You agree that we are authorised to provide all such records and information, upon advance notice to you if feasible and allowed by law, when formally required to do so by an authorised governmental agency.
Customer content, data protection and information security:
1. You shall own all rights, title and interest in and to all of your Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of it (we are under no obligation to review, edit, clip, moderate or otherwise consider your Content or User Data).
2. You and we shall comply with our respective obligations in respect of User Data and the processing of personal data, as derived from applicable law.
3. We shall use our reasonable commercial endeavours to safeguard User Data from unauthorised or unlawful processing, or accidental loss, destruction or damage by complying with our own internal information security policies.
Force majeure:
1. Provided we have complied with the provisions of Clause 20.3, we shall not be in breach of the Agreement nor liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under the Agreement that is caused by events outside our reasonable control (“Force Majeure Event”).
2. Our performance under the Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
3. We will use our reasonable commercial endeavours to mitigate the effect of any Force Majeure Event and to carry out our obligations under the Agreement in any way that is reasonably practicable despite the Force Majeure Event and to resume the performance of our obligations as soon as reasonably possible.
General Terms:
1. You may not assign or sub-contract this Agreement and/or your agreement with us or any rights and obligations thereunder without our prior written consent. We may assign the Agreement to any third party.
2. If you or we fail to enforce any of our respective rights under this Agreement, that failure will not prevent us from enforcing those rights then or in the future.
3. If any clause or term of these Terms and Conditions is found by a court of competent jurisdiction to be unenforceable, that clause or term will be enforced to the fullest extent that it can be (if at all), but the remainder of these Terms and Conditions will continue in full force and effect.
4. Other than our Affiliates, no other party (other than you or us) has any right or benefit under, or right to enforce, the Agreement.
5. These Terms and Conditions (including any Schedules) form and are the sole and entire agreement between us regarding the subject matter of the Agreement. They supersede and/or replace all previous agreements, representations and arrangements between us (either oral or written) with regard to the subject matter of the Agreement.
6. You and we have entered into this Agreement as independent contractors.
7. This Agreement, and these Terms and Conditions, are governed by and construed according to English law and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising therefrom, including both contractual and non-contractual disputes.
8. Other terms which form part of this Agreement: certain other Terms forming part of the Terms and Conditions will also apply to you and form part of your agreement with us. These may include the following:
  1. Beat Tiers Terms
  2. Acceptable Use Policy (or “AUP”)
  3. Privacy Policy and
  4. Cookie Policy
Copyright Infringement
1. Reporting infringements. If you discover any content on the Site that you believe infringes your copyright, please report this to us by email setting out the following information:
  1. a statement that you have identified Content on the Site that you think or have reasonable grounds to believe infringes your rights (including, without limitation, copyright);
  2. a description of the work that you own or control and that you claim has been infringed;
  3. a description of the content that you claim is infringing;
  4. the wavetick.com URL(s) where such content can be located;
  5. your full name, address and telephone number, a valid email address on which you can be contacted, and your Wavetick User Account name if you have one;
  6. a statement by you that you have a good faith belief that the content infringes your work and that you have not authorised the use of such material and/or its use on the Site is not otherwise permissible under applicable law;
  7. confirmation by you that all of the information (including that set out above) in your notice is honest, truthful and accurate and that you are authorised to make such a statement as the owner of all the rights in the work that has been allegedly infringed;
2. Your notice should be sent to us by email to copyright@wavetick.com
3. The foregoing process applies to intellectual property rights only. If you discover Content that you consider infringes or violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offense, or which constitutes impersonation, abuse, spam or otherwise violates these Terms and Conditions, please report this to us at info@wavetick.com.
Use of embedded Soundation Studio
1. The use of the embedded Soundation Studio and its bundled devices including Beatmaker is subject to Soundation's own Terms of Service You agree to indemnify and hold Wavetick harmless from any claims that may arise from the use of Soundation and its associated products.

Acceptable Use Policy

BY USING OUR SITE YOU AGREE TO THIS POLICY – PLEASE READ IT CAREFULLY

This Acceptable Use Policy applies to your use (whether as a Customer and/or as a Beatmaker of www.wavetick.com) of the Site, to all Content you upload or post on the Site, to your dealings with and any interactivity with other Users of the Site. This Acceptable Use Policy sets out what you are and you are not permitted to do on the Site. In this Acceptable Use Policy, words or terms that are capitalised have the same meanings as in our Terms for all Users. This Acceptable Use Policy forms part of and is incorporated into our Terms and Conditions (as defined below) and forms part of the Agreement between you and us.

By using the Site and/or the Services site you accept this Acceptable Use Policy. You confirm that you accept the terms of this Acceptable Use Policy and that you agree to comply with them. If you do not agree to the terms of this Acceptable Use Policy, you must not use our Site. We recommend that you print a copy of these terms for future reference.
The following other Terms may apply to you and your use of the Site and/or the Services:

the above being, collectively with this Acceptable Use Policy, our “Terms and Conditions”.

In addition, as a Customer you may also be subject to a “Customer-Beatmaker Agreement” which means the terms of agreement between a Customer and a Beatmaker which govern the purchases of certain Beats in certain Beat Tiers Terms. You should note that the Customer-Beatmaker Agreement is not between a Customer and Wavetick but between a Customer and a Beatmaker and so does not form part of the Terms and Conditions or your agreement with us as a Customer.

We may make changes to the terms of this Acceptable Use Policy. We amend this Acceptable Use Policy from time to time but will do so in accordance with the Terms and Conditions. Every time you wish to use our Site, please check this Acceptable Use Policy to ensure you understand the terms that apply at that time.
Prohibited uses: you may only use the Site only for lawful purposes. You may not use our Site:
1. in any way that breaches any applicable local, national or international law or regulation;
2. in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
3. for the purpose of harming or attempting to harm minors in any way;
4. to bully, insult, intimidate or humiliate any person;
5. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards (see below);
6. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
7. to knowingly transmit any data, send or upload any material or Content that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
8. to engage in any conduct that is misleading or deceptive, or is likely to mislead or deceive any other User;
9. to copy, reproduce, adapt, change, edit, record, share, publish, communicate to the public or otherwise distribute or disseminate any other User’s Content without their prior written consent (and we may require you to show you have this if you undertake any of the foregoing acts);
10. to infringe ours or any other person’s rights, including (but not limited to) their intellectual property rights (such as copyrights), moral rights or other personal or proprietary rights, privacy rights and/or data protection rights;
11. to impersonate us, our Affiliates or any other person, company or entity;
12. to provide false account registration information or make unauthorized use of anyone else’s information or Content;
13. to do anything or take any actions to violate or try to get around the terms of this Acceptable Use Policy (such as using codes);
14. to decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of the Site;
15. to do anything that does, or seeks to, interfere with or affect the Site, its security or the ability of other Users to use the Site.
You may not:
1. use any automated program, tool or process (such as web crawlers, robots, bots spiders, and automated scripts) to access the Site or any server, network or system associated with Site, or to extract, scrape, collect, harvest or gather content or information from the Site;
2. use our and/or the Site’s trademarks, images, name, logos, designs or other related materials, or the Site and/or the Services generally, in any way that is prohibited and/or otherwise not permitted or set out in the Terms and Conditions.
3. reproduce, duplicate, disseminate, distribute, copy or re-sell any part of the Site except if we have specifically permitted you to do so in the Terms and Conditions.
4. use the Site and/or Service for any political purpose;
5. interfere with or circumvent any security feature of the Site and/or Service or any feature that restricts or enforces limitations on use of or access to the Site and/or Service;
6. collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users);
7. attempt to gain unauthorized access to the Site and/or Service, other computer systems or networks connected to the Site and/or Service, through password mining or any other means;
8. engage in any activities whereby it appears as if any part of your account is more successful than it is through unauthentic interactions by you or third parties you engage, manage or transact with (such as, without limitation, click-fraud and/or manipulating social media followings);
9. copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by this AUP and/or the Site’s Terms and Conditions.
Content Standards:
1. The Content Standards set out in this Clause 6 apply to any and all Content you upload, post or otherwise contribute to the Site. The standards apply to each part of any Content as well as to its whole.
2. We will determine, in its discretion, whether Content breaches the Content Standards.
3. All Content and/or all User Account details must:
  1. be accurate (where it states facts);
  2. be genuinely held (where it states opinions);
  3. comply with the law applicable in England and Wales and in any country from which it is posted.
4. All Content and/or all User Account details must not:
  1. be defamatory of any person;
  2. be obscene, offensive, hateful or inflammatory;
  3. bully, insult, intimidate or humiliate;
  4. include or promote nudity and/or sexually explicit material;
  5. include child sexual abuse material;
  6. promote violence;
  7. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  8. infringe any copyright, database right, trade mark or any other intellectual, moral and/or proprietary right of any other person;
  9. be likely to deceive any person;
  10. breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
  11. promote any illegal activity;
  12. be in contempt of court;
  13. be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
  14. be likely to harass, upset, embarrass alarm or annoy any other person;
  15. impersonate any person, or misrepresent your identity or affiliation with any person;
  16. give the impression that the Content emanates from us, if this is not the case;
  17. advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
  18. contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
  19. contain any advertising or promote any services or web links to other sites;
  20. include, make reference to and/or show any person under eighteen (18) years old or any other person unless you have received, in advance, the prior written consent of that person (and we may require you to confirm this) to be included or referred to (whether by name and/or image) in your Content.
5. You must not upload, post, share or otherwise contribute any Content and/or Customer or Beatmaker Account details which contain, show, promote, advocate, advertise or refer to:
  1. any goods or services that are prohibited or restricted by any laws including, without limitation, guns, weapons, drugs or drug paraphernalia, alcohol and/or tobacco;
  2. suicide, self-harm or harm to others;
  3. sexual practices that are unlawful or restricted by any laws including (without limitation) any activity where there is no consent by the individual concerned, sexual violence, incest, bestiality, rape, torture, sadomasochistic abuse or hardcore bondage, genital mutilation and/or sexual assault;
  4. necrophilia, urine, scatological, or excrement-related material;
  5. so-called “revenge porn”;
  6. escort services, sex trafficking, or prostitution;
  7. unsolicited sexual content or unsolicited language that sexually objectifies another User or anyone else in a non-consensual way, or contains fake or manipulated sexual content in relation to another User or anyone else (including “deepfakes”);
  8. hate speech – that is any Content which is intended to vilify, humiliate, exclude, demonise, attack, threaten, or incite hatred, fear of, or violence against, any individual or group based on race, ethnicity, gender, gender identity, expression and/or orientation, country or national origin, immigration status, caste, religion, age, disability, serious disease or any other trait protected by law or generally considered to be or should be safe and free from such activities as are set out above;
  9. any other person’s personal data or private or confidential information (including, without limitation, email addresses, telephone numbers, street addresses, names, registration details to permit access to the Site and/or bank account and credit card details without that person’s express prior written consent.
  10. third party commercial activities or sales, such (without limitation) as investment opportunities, lotteries, prize draws, sweepstakes, employment opportunities or posts, sales promotions, product placements and/or advertising without our prior express consent.
Breach of this Acceptable Use Policy:
1. When we consider that a breach of this Acceptable Use Policy has occurred, we may take such action as we deem appropriate.
2. Failure to comply with this Acceptable Use Policy constitutes a material breach of the Terms and Conditions under which you are permitted to use our Site, and may result in our taking all or any of the following actions (without prejudice to any other rights and remedies we may have whether under the Terms and Conditions or at law generally):
3. We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

Wavetick - Beatmaker Agreement

THIS AGREEMENT is entered into today between (1) WAVETICK LIMITED, a company registered in England and Wales under number 14061529 and whose registered office is 7 Bell Yard, London, England, WC2A 2JR (“Wavetick”, “we”, “us”, or “our”) and (2) the Beatmaker user (“Beatmaker”, “you”, “your”).

Wavetick owns and operates the music platform known as www.wavetick.com (the “Site”) through which end users and customers can access, view, purchase, download, acquire and use Beats (as defined below). Beatmaker wishes to provide Beats, and grant all necessary rights in and to such Beats, to Wavetick to make such Beats available via the Site to the Site’s end users and customers for all such purposes, on the terms of this Agreement (as defined below).

IT IS THEREFORE AGREED THAT:

Definitions and Interpretation
1. In this Agreement the following capitalised words or phrase shall have the following definitions:
  1. “Agreement” (or “your agreement with us”) means this agreement between us and you comprising this document and its Schedules, together with the following other terms and conditions which are incorporated into this Agreement by specific reference:
    1. the Site’s Terms for all Users
    2. Acceptable Use Policy (or “AUP”)
    3. Privacy Policy and
    4. Cookie Policy
  2. “Affiliate” means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of this body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being as defined in section 1159 of the Companies Act 2006;
  3. “Beats” means:
    1. any and all audio materials including, without limitation, beats, sound recordings, stems, loops and/or samples, and/or all underlying songs (musical compositions and/or lyrics (if applicable)) embodied and/or incorporated in and to all of the foregoing, uploaded and provided to the Site by Beatmaker or us; and
    2. any and all non-audio based material uploaded and provided to the Site by Beatmaker or us, to include but not limited to MIDI files, synthesiser presets and patches, effects patches and DAW templates.
    A “Beat” may also be referred to or labelled as a “Track” or a “Sound” on the Site. For the avoidance of any doubt, and for the purposes of these Terms and Conditions therefore, “Beats” will also include “Tracks” or “Sounds”.
  4. “Beatmaker Account” means your own personal account with us as a Beatmaker;
  5. “Beatmaker Data” means information provided by Users in connection with setting up and managing their account on the Site, including, without limitation, their username, subscriptions, contact details, language and other preferences and settings.
  6. “Beatmaker Earnings” means the earnings we pay Beatmakers from the sale or licensing of Beats to Customers, on the terms of this Agreement;
  7. “Beat Tiers” means the tiers for Beats and the terms upon which you assign or licence the rights (including without limitation all copyrights) in your Beats to us (as set out in more detail in Schedule 1 below);
  8. “Confidential Information” means any non-public information, know how, trade secrets or data in any form that is designated as being “proprietary”, “confidential” or “secret” or could reasonably be understood by a reasonable person to be confidential. The term “Confidential Information” shall also include any information not publicly available concerning the products, services (including the Services), finances or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party);
  9. “Content” means any and all content or material (in any format or media) of whatever type that is uploaded onto the Site by Beatmakers and includes, without limitation, Beats, images, text, audio recordings, video recordings, sounds, animation, pictures, data, metadata, emojis, GIFs and/or memes;
  10. “Corporate Entity” means a limited company or incorporated company that an individual Beatmaker uses in order to enter into an Agreement with us and to post, upload and share Content (including Beats);
  11. “Customer” means any person or entity (whether, without limitation, a solo artist, group, customer, website visitor, producer, DJ, record label, music publisher, broadcaster, network or agent and/or brand) who has set up an account with the Site to access, view, purchase, download, acquire and use Beats uploaded and provided by Beatmakers;
  12. "Customer-Beatmaker Agreement" means the separate agreement between a Customer and a Beatmaker that will apply to purchases of certain Beats in certain Beat Tiers (as set out in more detail in the Beat Tiers in Schedule 1
  13. “Our Commission” means the commissions we charge Beatmakers for providing the Site and our Services (as set out in more detail in Clauses 5 and 6
  14. “Person with Majority Control” means that individual who controls a Corporate Entity. We define a Person with Majority Control as any individual who meets one or both of the following conditions:
    1. the individual holds, directly or indirectly, more than 50% of the shares in the Corporate Entity;
    2. the individual holds, directly or indirectly, more than 50% of the voting rights in the Corporate Entity ;
  15. “Services” means the services we provide you with, and which are available to you, as part of the Site and such other services as we may agree to provide to you in connection with the Site;
  16. “VAT” means Value Added Tax (in the UK) or any similar sales tax applied instead of or in addition to it, and/or any similar sales tax or duty that applies in any other locality, country or jurisdiction of the world.
2. Other capitalised words or phrases used in this Agreement have the meaning set out in this Agreement.
Setting up your Beatmaker Account:
1. If you choose to upload and provide your Beats directly to the Site and in order for us to be able to account to and pay you your Beatmaker Earnings we need you to provide the following information (“Beatmaker Account Details”):
  1. your name
  2. a valid email address
  3. a password
  4. a username
  5. your Paypal address and VAT number (if applicable);
  6. Tax ID or social security number (if applicable)
  7. If you are uploading your own Beats, any tags you wish to add concerning you or your Beats – e.g. biography, credit list, character, style, genre, BPM and any other descriptive wording you would like to use;
  8. if you are a member of a performing rights or collecting society (including, without limitation, ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM, PRS, PPL, CMRRA, CSI and/or GEMA) (“PRO”), your PRO membership number, CAE / IPI; and/or
  9. CAE / IPI number
  10. such other information as we may reasonably require, including so that we can verify your age and identity: we will write to you (using the email address you provided as part of registering with the Site) setting out what further information we may require.
2. To set up a Beatmaker Account you must either be at least eighteen (18) years old, or be sixteen (16) years or older and have your parent or guardian’s consent to the terms of this Agreement, or if you are required by the laws of the country where you live to be older than eighteen (18) years old in order to enter into a legally binding agreement then you must be the minimum age required by those laws to register. If you are at least sixteen (16) years of age, but under eighteen (18) years of age, you must present this Agreement to your parent or legal guardian, and he or she must click "AGREE" or “SIGN UP,” as may be applicable, to enter into this Agreement on your behalf. We will require you to confirm your age, and/or that (if you are under sixteen (16)) it is your parent or guardian that is entering into the Agreement on your behalf.
3. Children under sixteen (16) years of age may not set up Beatmaker Ac counts, nor may parents or legal guardians register on their behalf. If you are a parent or legal guardian entering this Agreement for the benefit of your child or a child in your legal care, be aware that you are fully responsible for the child's use of the Site, including all financial charges and legal liability that he or she may incur.
4. It is your responsibility alone to keep safe all your Beatmaker Account Details. If you forget either your email address and/or password you can reset these by following the relevant instructions on the log-in page but you will need to know either your email address (if you forget your password) or your password (if you forget your email address). In addition, if you have forgotten your email address we may require you to provide further evidence or information to verify your identity.
5. It is your responsibility alone to ensure your Beatmaker Account Details are accurate, up-to-date and correct. You may amend your Beatmaker Account Details at any time on your Beatmaker Account page. You hereby warrant (that is, you legally promise us) that:
  1. your Beatmaker Account Details will be true, accurate, current and complete information about yourself as prompted by our registration process; and
  2. you will maintain and promptly update your Beatmaker Account Details to keep them true, accurate, current and complete.
6. You will be asked to provide your email address and password each time you subsequently visit or try to access your Beatmaker Account. In addition, but in accordance with this Agreement and our Privacy Policy, we shall use this email address to contact you with information about the Site, your registration and/or your Beatmaker Account.
7. Upon completing the process for setting up your Beatmaker Account you will receive access to your Beatmaker Account. You are responsible for maintaining the confidentiality of your email address, password and your Beatmaker Account and are fully responsible for all activities that occur under your email address, password or Beatmaker Account. You agree to:
  1. immediately notify us of any unauthorised use of your email address, password or account or any other breach of security; and
  2. ensure that you exit from your Beatmaker Account at the end of each session by logging out.
  We will not be liable to you or any third party for any loss or damage arising from your failure to comply with this provision.
8. You are solely responsible and liable for all activity that takes place on your Beatmaker Account, even if it is by some other person or entity.
9. We do not undertake checks or reviews of any User identities or information submitted as part of the registration process and we accept no liability whatsoever (howsoever arising) for any User who registers an Account in breach of these Terms and Conditions.
10. Please note the following clause does NOT apply if a Beatmaker uses a Corporate Entity (see Clause 2.11 below): each Beatmaker owns their own Beatmaker Account to which they must have access all the time. Our Agreement will only be with each Beatmaker personally and not with any other person, entity, manager and/or agency that may represent or assist that Beatmaker. If a Beatmaker does engage such a person, entity, manager or agent it does not affect the Beatmaker ’s personal responsibility and liability to us and nor will we be in any way responsible or liable whatsoever to any other person, entity, manager and/or agency that may represent or assist that Beatmaker. Each Beatmaker will be legally responsible for ensuring that all Content posted and all use of that Beatmaker ’s Account, and/or all Beatmaker Profile Details and Beatmaker Profile, complies with our Terms and Conditions and our Agreement with you.
11. Beatmakers who use Corporate Entities: if you have, or set up, a Corporate Entity and wish to use that Corporate Entity to receive your Beatmaker Earnings, then the following terms will apply:
  1. we will require you to provide evidence you are the Person with Majority Control before we pay any Beatmaker Earnings to your Corporate Entity;
  2. we will only pay your Beatmaker Earnings into that Corporate Entity’s bank account – that account must be in the name of the Corporate Entity; and/or
  3. you (or your Corporate Entity) are solely responsible and liable for complying with all laws, including without limitation all applicable tax laws and regulations, in respect of that Corporate Entity and you (and/or your Corporate Entity) will indemnify us and/or our Affiliates from any claim made against us (including, but without limitation, any claim made by a tax authority) arising from your or your Corporate Entity's failure to comply with or breach of any such laws and regulations.
Grant of Rights in Beats
1. The grant of rights you give us to your Beats will depend upon the Beat Tier for that Beat. You can find these set out in Schedule 1 below.
2. In addition to the rights set out in the Beat Tiers you hereby grant us the following rights to all your Beats:
  1. to host, reproduce, distribute, make available for download and/or perform (publicly or otherwise) all Beats and/or your Content on the Site;
  2. to publicly perform, publicly display, communicate to the public, and otherwise make available your Beats and/or your Content through the Site without the payment to you and/or any third party of any fees or royalties (including, without limitation, to any songwriters, music publishers, performing artists, record labels, managers and/or PROs and unions or guilds, to the fullest extent possible and permissible either at law or otherwise in accordance with (and subject to) the rules from time to time in force of any such PRO;
  3. to sell, licence and/or distribute your Beats and/or your Content in accordance with the Site’s Terms for all Users
  4. to use your Beats and/or your Content, Beatmaker Account Details and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement (but in accordance with this Agreement);
  5. to broadcast, communicate to the public, make available, stream and/or perform (publicly or otherwise) your Beats in any and all media in connection with the advertisement and promotion of the Site and/or your Beats;
  6. to use, publish and display your name, approved image, approved likeness and approved biographical materials (provided that any materials or information you provide to us are considered pre-approved) in any and all media in connection with the advertisement and promotion of your Beats and/or the Site; and
  7. to grant any or all of the above rights to any third party authorised by us as reasonably necessary for us and/or such third party or successor to perform our/their obligations further to this Agreement.
Contracts for the purchases of Beats:
1. Each purchase and/or purchase of a licence of a Beat is an individual sale and subject to the terms and conditions of these Terms and Conditions. Each purchase and/or purchase of a licence of a Beat by us from you as a Beatmaker will be regarded as a separate transaction and give rise to a separate agreement between you and us, save that such separate agreement will be subject to these Terms and Conditions. Each delivery of a Beat will constitute a separate sale, whether delivery is in whole or partial fulfilment of an order.
2. Depending upon which Beat Tier a Customer uses to purchase a Beat, the agreement for that purchase may be subject to a separate Customer-Beatmaker Agreement. The tiers of Beats subject to Customer-Beatmaker Agreement are set out in the Beat (as set out in more detail in Schedule 1 below). For such purchases and/or purchases of a licence of Beats in certain Beat Tiers, all Beatmaker’s interactions, transactions and/or purchases will be with the Customer concerned directly on the terms of Customer-Beatmaker Agreement. Whilst we will dispatch Beats that are subject to a Customer- Beatmaker Agreement directly to a Customer and we may facilitate such interactions and/or transactions through the Site, we are not a party to any Customer-Beatmaker Agreement(or any other direct agreement or arrangement between a Customer and a Beatmaker).We are not responsible for, and (to the fullest extent permissible under law) we disclaim any and all liability, howsoever arising, a Customer or a Beatmaker may incur or suffer from any interactions and/or transactions made under or further to a Customer-Beatmaker Agreement.
How much we charge Beatmakers to use the Site:
1. We call all monies that Customers pay to buy, licence, purchase, download, use and/or exploit your Beats “Customer Payments”.
2. Depending upon which Beat tier you wish to place your Beat in we will either pay you for the Beats we or a Customer purchase, and/or we will charge you a commission on the Customer Payments we receive from that Beat. We set this information out in more detail in the Beat Tiers (as set out in more detail in Schedule 1 below).
3. Where we buy a Beat from you, we will pay that amount to you as set out in Clause 6 below. Where we charge you a commission for the sale of a Beat, we call this the “Our Commission”. We call all payments we make to you from the sale of your Beats your “Beatmaker Earnings”.
4. Where we charge you a commission for the sale of a Beat, Our Commission and your Beatmaker Earnings are calculated as follows:
  1. we receive the Customer Payment from the sale of your Beat (as set out in Clause 6);
  2. we deduct Our Commission from that Customer Payment. Our Commision rates are set out in more detail in Schedule 1 below and include all our costs of operating and providing the Site and/or the Services, and hosting your Beats and/or Content;
  3. from the balance of the Customer Payment we then deduct the following:
    1. VAT or other sales taxes;
    2. our third-party payment provider’s fees;
    3. any amounts due to Customer returns or chargebacks (if any);
    4. any reasonable, bona fide, third party transaction costs actually incurred by us and directly attributable to the sale of your Beat; and
  4. from the balance we then hold your Beatmaker Earnings (in accordance with Clause 6.
  5. We may agree to pay you an advance or up-front payment for your Beats. We shall be under no obligation to do so, but if we do we will agree the amount of that advance or payment with you in advance. Where we do pay you such an advance or payment we will recoup (that is, we will recover) an amount equivalent to that advance or payment from your Beatmaker Earnings, so that we will be entitled to retain all your Beatmaker Earnings until the amounts we retain are equivalent to that advance or payment. One your Beatmaker Earnings exceed the amount of that advance or payment, we will then pay you your Beatmaker Earnings in accordance with 6.
Beatmaker Earnings are paid to Beatmakers as follows:
1. All Customer Payments will be received by a third-party payment provider approved by us. We may instigate alternative means of receiving Customer Payments and, if so, we will notify you of any such changes via the Site (and/ or Site Terms and Conditions) as and when we do.
2. We may (but we shall not be obliged) pay you an advance payment against your Beatmaker Earnings in accordance with the Beat Tiers. Should we do so, we shall be entitled to recoup one hundred percent (100%) of such advance against your Beatmaker Earnings and whilst we shall account to you for your Beatmaker Earnings prior to recoupment we will not pay you such Beatmaker Earnings until such advance has been fully recouped by us.
3. We will receive the Customer Payment in full from the relevant payment provider. We will then take Our Commission (if applicable) from the Customer Payment and then will hold the Beatmaker Earnings on your behalf in our capacity as your agent.
4. Your Beatmaker Account will be updated within a reasonable time with a statement of your Beatmaker Earnings, and payment of any sums shown to be due on such statement. We will notify you when your Beatmaker Account has been updated with your Beatmaker Earnings. However please note that you will not be able to access or withdraw those Beatmaker Earnings for a period of 24hrs after payment of those Beatmaker Earnings into your Beatmaker Account. This is so we have sufficient time to finalise all accounting and payment processes related to your Beatmaker Earnings including any applicable refunds or returns to Customers (if any).
5. However, please note that you must have a minimum amount in your Beatmaker Account before you can withdraw any of your Beatmaker Earnings. We will set out in your Beatmaker Account what that minimum amount must be, and it may vary depending upon which country you are resident in.
6. All Customer Payments and Beatmaker Earnings are transacted in UK Pounds Sterling only. Your bank may charge you currency conversion charges to your local currency, or other fees in processing your transfer of your Beatmaker Earnings into your bank account. These rates, charges and fees are outside of our control and we accept no liability or responsibility for these. You should check with your bank what charges may apply (if any) to any transfer of your Beatmaker Earnings from your Beatmaker Account to your bank account before making any such transfer.
7. We reserve the right to deduct from your Beatmaker Account your share of a Customer Payment where the Customer who made that Customer Payment obtains a refund or chargeback from their card provider on that Customer Payment.
8. Without prejudice to our other legal rights and remedies at law or otherwise, we reserve the right to withhold your Beatmaker Earnings if:
  1. you have breached the Terms and Conditions;
  2. we have reason to believe you have attempted to breach the Terms and Conditions; or
  3. we have reason to believe you have come by those Beatmaker Earnings in an unlawful manner or through unlawful activities;
  and we may continue to withhold your Beatmaker Earnings for so long as it takes us to investigate the above. We will inform you by email (using the email address you provided us with when registering for the Site) if we conclude you have committed any of the above actions and, accordingly, we then reserve the right (again, without prejudice to our other rights and remedies at law or otherwise) to retain those Beatmaker Earnings which you agree, in such circumstances, will then be forfeited by you.
9. If we conclude no such activity as is set out in Clause 6.8 has occurred, we will then pay through your Beatmaker Earnings to your Beatmaker Account. Where we conclude that some – but not all – of your Beatmaker Earnings are due to you having committed such activities, we will retain that part of those Beatmaker Earnings that we consider (using our reasonable business judgment) are related to those activities (which you agree will be forfeited by you) and we will pay though to you the balance.
10. Where we have forfeited any Beatmaker Earnings we will then refund to any Customer any Customer Payments that contributed towards those forfeited Beatmaker Earnings.
11. Beatmaker Audit Rights: Beatmaker may at Beatmaker’s sole cost may appoint a certified accountant to audit the books of account of Wavetick only insofar as such books directly relate to the Beats and Wavetick’s payment of Beatmaker Earnings further to this Agreement, on reasonable written notice no more than once every twelve (12) months and no more than once in respect of any given statement. All statements shall be deemed accepted and binding if no notice of audit is received within one (1) year of the date of such statement. No proceedings may be brought against the Company following the date four. Beatmaker’s sole and exclusive remedy for any agreed underpayment revealed by an audit will be for Wavetick to credit or pay such underpayment to credited to Beatmaker’s Account.
Our warranties and obligations to you:
1. Subject to the remaining provisions in this Clause 7, we warrant (that is, legally promise) that:
  1. during the Term we will provide the Site and/or the Services with reasonable due care and skill in accordance with these Terms and Conditions, and in compliance with such English law and regulation as is applicable to our supply of the Site and/or Services;
  2. the Site and the Services (excluding your Content, which is your responsibility alone) shall not infringe any third party’s intellectual property rights;
  3. we have the authority and right to license all rights to and in the Site and/or the Service as set out in these Terms and Conditions.
2. The warranties in Clause 7.1 do not cover or apply to failures or shortcomings in the provision of the Services caused by, arising out of or due to:
  1. your or any Customer’s connection to the Internet;
  2. intellectual property rights of which we are not aware; or
  3. accident, abuse or use of the Site and/or the Services in a manner inconsistent with these Terms and Conditions or resulting from events beyond our reasonable control.
3. Subject to Clause 7.2, if the Site and/or the Service does not meet the warranties in Clause 7.1, we will use our reasonable endeavours to modify, improve or update the Site and/or Services to make them conform. This shall be your exclusive remedy for any breach of such warranties under this Agreement.
4. We shall have no liability under this Agreement for any breach of this Agreement, if any claim relates to:
  1. your use (or use by Customers or other users) of the Site and/or the Services that is contrary to these Terms and Conditions;
  2. any claim relating to your Content (such as but not limited to a claim that your Content infringes the rights of any third party); and/or
  3. your use of the Site and/or the Services after notice of an alleged or actual infringement has been given to you by us or by any appropriate authority.
5. We will use reasonable endeavours to maintain the Site and/or the Services free of viruses but we do not warrant or represent that no viruses or other contaminating or destructive materials or elements will be transmitted to you or that your computer system will not be damaged or that defects will be corrected. Accordingly, we recommend that you have your own local anti-virus, anti-spam and anti-spyware programs, that they are of good quality and that they are kept up to date. You are therefore advised to implement and operate your own commercially reasonable and up-do-date virus prevention precautions and measures when accessing the Site and/or the Services.
6. We do not warrant that the Site is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access the Site.
7. We do not warrant that the Site and/or the Services will be uninterrupted, error-free or entirely secure. We do not warrant that the Site and/or the Services will meet your requirements.
8. You agree and acknowledge that we are not responsible for the following:
  1. approving or authorising any Content, or the views or opinions expressed by other Users in their Content which do not necessarily represent our views;
  2. rights in relation to Content, which can only be granted to you by the User posting or uploading such Content;
  3. if you or your identity is recognised by others viewing your Content;
  4. reviewing or moderating Content, as we do not control or modify any Content uploaded or posted to the Site. We may, but we are under no obligation to, monitor Content or to detect breaches of the Terms and Conditions (including, without limitation, the AUP);
  5. you taking, following or otherwise complying (or not doing any of these things) with comments, input, thoughts, instructions or other communications from other Users (which you do, or do not do, entirely at your own risk);
  6. we make no guarantees of any kind that Artists will generate or earn any particular level or amount of monies (whether by way of Beatmaker Payments or otherwise) from their use of the Site and/or the Services;
  7. for registering your interest in the underlying music publishing rights in and to your Beats with your PRO, which is solely your responsibility; and/or
  8. the accuracy of ‘blockchain’ security, technology, tracking or payment implementation methods should we choose to utilise these in order to facilitate royalty accounting.
Your warranties and obligations to us:
1. You warrant (that is, legally promise) you:
  1. have the full right, power and authority to agree to this Agreement, grant the rights granted to us under this Agreement, and to fully perform all your obligations under this Agreement;
  2. are not under, and will not be under, any agreement with any third-party (including, without limitation, with a record label, music publishing company, distributor and/or manager) that would conflict, inhibit, restrict or impair the rights granted to us, or the performance of your obligations, under this Agreement;
  3. shall comply with the Terms and Conditions in accessing and using the Site, posting and uploading Content and in your dealings and interactions with other Users of the Site;
  4. own all intellectual property rights (including, without limitation, all copyrights), or you have the consent of the owner of all intellectual property rights, in and to your Beats that you upload, provide, sell, licence or otherwise make available via the Site;
  5. your Beats are not subject to any third party rights, liens, encumbrances or other charges and do not include or incorporate any third party material or material not owned or licences to you including, without limitation, any so-called “samples”;
  6. you have obtained all consents, clearances and permissions and paid all necessary or applicable fees to all third parties who have provided services in the creation of your Beats (such as but without limitation producers, engineers, mixers, remixers, musicians, arrangers, orchestrators) to allow you to comply fully and without restriction with your obligations under this Agreement and to allow you to grant all rights in, and make available, your Beats further to this Agreement;
  7. neither your provision of your Beats, the accessing, viewing, purchasing, downloading, acquiring and/or use of your Beats by Customers and/or the exercise by us of any of our rights hereunder will violate or infringe upon the rights (including, without limitation, copyrights and/or performers’ rights) of any third party;
  8. shall comply with all laws, regulations, regulatory policies, guidelines or industry codes (and shall be responsible for obtaining all licences, clearances and consents) which apply to your use of the Service, and acknowledge that we are merely a provider of access to the Platform and accept no responsibility for your use thereof or compliance with applicable law or regulation or to any User (other than to the extent we are required by applicable statutory law);
  9. shall not use the Service for any unlawful purposes and/or introduce any offensive, defamatory, illegal, infringing and/or obscene material via the Service;
  10. shall not do, or omit to do, anything which disparages, defames or puts into disrepute us, our trademarks/trading names, goodwill, the Site and/or the Service; and
  11. are fully entitled to enter into and grant all rights granted under this Agreement and that entering into this Agreement shall not in any way conflict with any of your existing obligations, either at the date hereof and/or throughout the Term.
  12. you waive (and you have procured that any third party who has any interest in your Beats has waived) any moral rights which you may have under any applicable law to any Beat or Content posted by you on the Site; and/or
  13. shall fully defend, indemnify and hold us, our Affiliates and their (and our) respective directors and employees harmless against any claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with:
  14. your use of the Site and/or Services;
  15. claims from a third party that your Beats or Content infringes the rights of that third party;
  16. any breach by you of your warranties or representations either under this Agreement or at law generally.
Termination and suspension of your Beatmaker Account / removal of your Content:
1. We may suspend your Beatmaker Account and/or remove any of your Beats or Content if:
  1. you and/or your Beats or Content do not comply with this Agreement and or the Site Terms for all Users including, but not limited to, our AUP; and/or
  2. we reasonably believe your use of the Site (including but not limited to any Beats or Content you upload, post or share using the Site) is in breach of, or we reasonably believe is likely to be in breach of, any applicable laws and regulations - which will include (without limitation) laws and regulations which govern financial transactions, money laundering, explicit and/or illegal sexual content, discrimination and/or so- called “hate activities” and/or the promotion and/or sale of alcohol, tobacco, narcotics, fire-arms or other regulated goods and/or services.
2. We will inform you using the email address you provided during registration if suspend or delete your Beatmaker Account and/or your Beats or Content.
3. We may investigate any such non-compliance and take such actions as we consider reasonably necessary including, without limitation, suspending, deleting and/or reinstating your Beatmaker Account and/or Beats or Content. We will notify you in writing (using the email address you provided when registering for the Site) of any reasons why we have suspended your Beatmaker Account and/or removed your Content.
4. If you wish to review our decision you can contact us at info@wavetick.com.
5. We will not be liable to you for any loss or damages while we investigate any non-compliance nor as a result of any decision we take following such investigations.
Termination of this Agreement:
1. Without prejudice to Clause 9 above we may, at our sole discretion, terminate your agreement with us and your access to the Site:
  1. on giving you thirty (30) days prior notice (by email to the email address you provided during registration);
  2. immediately if you have committed any serious or repeated breach of these Terms and Conditions;
  3. immediately if we reasonably consider that in using your Beatmaker Account and Beats or Content you are, or you may, cause harm or threaten us, the Site and/or any other User, or may cause loss or damage to our goodwill.
2. Following suspension or termination of your Beatmaker Account and/or this agreement (as applicable):
  1. we will inform you by email to the email address you provided during registration;
  2. we may deal with your Content in any appropriate manner in accordance with applicable law (including, but not limited to, by deleting it) and you will no longer be entitled to access your Beatmaker Account and/or Content.
3. If you are a Beatmaker and your Beatmaker Account is suspended, any Beatmaker Earnings which would otherwise have fallen due or be due during the period of suspension will be suspended, and we may withhold all or any part of such Beatmaker Earnings due but not yet paid out in accordance with the terms of this Agreement.
4. Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
5. Following termination or expiry of this Agreement we may but shall not be obliged to retain your Content and User Data. If you want us to delete your Content from our servers at any time, you should contact us at info@wavetick.com and we shall delete the same within thirty (30) days of your written notice. Subject to applicable fees, if any, and applicable law, you may request a copy of certain of your User Data up to thirty (30) days following termination or expiry of this Agreement by contacting us at info@wavetick.com. You are responsible for keeping your own master copy of your Content.
Deleting your Beatmaker Account:
1. Please follow the instructions in your Beatmaker Account. Your Beatmaker Account will remain open while any outstanding Beatmaker Earnings are processed after which your Beatmaker Account will be deleted within a reasonable thereafter but in any event within forty five (45) days thereafter.
2. Following deletion of your Beatmaker Account you will not be able to access the Site and/or your Beats or Content (which will be deleted). We will confirm deletion of your Beatmaker Account by email to the email address you provided as part of your registration.
3. Once deleted, Beatmaker Accounts cannot be reactivated.
4. Other than as set out in Clause 10, deletion or termination of your Beatmaker Account will not prevent you from receiving your Beatmaker Earnings from Beats you have sold prior to such termination or deletion. Where either we or a Customer has purchased the copyright in a Beat (in accordance with the Beat Tiers in Schedule 1 below then the termination or deletion of your Beatmaker Account will not affect the grant of rights in that Beat to us or the Customer which shall remain in full force and effect.
Loss, damage and limitations of liability:
1. This Clause 12 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
  1. any breach of the Agreement; and
  2. any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.
2. The Site is provided on an “as-is” basis. Except as expressly and specifically provided in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement. So that if this Agreement does not include any express warranty or provision from us then that warranty or provision cannot be implied under any law.
3. Nothing in this Agreement excludes our liability to you:
  1. for death or personal injury caused by our negligence; or
  2. for fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be excluded by law.
4. We shall not be obliged to back up (or restore if it is damaged) your Beats or Content. Therefore, you undertake to back up (and restore if it is damaged) your Beats or Content as often as would be considered reasonably prudent to limit the risk of any data loss and you agree to take sensible precautions to minimise your loss. This may include backing up any locally held data that is also your Content.
5. We shall accept liability for reasonably foreseeable losses (that is to say losses that are, or should be, obvious to happen, or that you and we both thought likely to happen when we entered into this Agreement) arising as a direct result of breach by us of our statutory duty. However we shall not be liable where the causes or potential causes of the loss:
  1. arose from the use of the Site and/or Services for purposes other than set out in the Terms and Conditions;
  2. were reasonably foreseeable and preventable by you such as those arising from, but not limited to:
    1. virus damage; or
    2. user inflicted problems such as those caused by failure to read and/or follow user instructions provided in writing or orally by one of our technicians.
6. In claiming against us for any losses you are expected to avoid such losses occurring and take reasonable precautions to avoid loss (such as contacting us promptly upon becoming aware of an issue).
7. Except for any claim, loss or liability that arises under Clause 12.3 above (which we cannot exclude or limit), our total aggregate liability to you arising under or in connection with this Agreement or otherwise (whether in contract, tort, including negligence or otherwise, or for breach of statutory duty, and whether foreseeable or not) will not exceed the lower of:
  1. one hundred percent (100%) of our Commission paid by you in the twelve (12) month period preceding the date upon which the claim arose; or
  2. one thousand pounds (£1,000).
8. We will not be liable under this Agreement for indirect, special or consequential losses or loss of profits, revenue, goodwill, reputation, anticipated savings, loss of profits, loss of data or information, including any Content or any other form of indirect or consequential loss or damage.
9. In the event of any breach of the warranties we give in Clause 7.1 your exclusive remedy and our only obligation and liability to you shall be as set out in Clause 7.3.
10. If our performance of our obligations under this Agreement is prevented or delayed by any act or omission of you, your Affiliates, agents, subcontractors, consultants or employees, or Users we shall not be liable for any costs, liabilities, charges or losses sustained or incurred by you or your Affiliates that arise directly or indirectly from such prevention or delay.
Confidentiality:
1. Both you and we may be given access to the other’s Confidential Information in order to perform our respective obligations under this Agreement. That Confidential Information shall not be deemed include information that:
  1. is or becomes publicly known other than through any act or omission of either your or us; or
  2. was in yours or our lawful possession before the disclosure without obligation of confidentiality; or
  3. is lawfully disclosed to you or us by some other person or entity without restriction on disclosure; or
  4. is independently developed by the you or us without reference to the Confidential Information and which independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Both you and we shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than for the purposes of the Agreement.
3. Both you and we shall take all reasonable steps to ensure that the other’s Confidential Information to which you or we have access is not disclosed or distributed to any third party save as may be permitted in these Terms and Conditions, and shall co-operate with the other to help regain control of the Confidential Information if it is lost, and prevent further unauthorised use or disclosure of it.
4. We may, during the duration of the Agreement and for at least three (3) years thereafter maintain records (“Records”) of all material information relating to this Agreement.
5. Notwithstanding yours and our obligations of confidence to each other, you and we may disclose your Confidential Information if required to do so by:
  1. any applicable law;
  2. for us if any competent regulatory authorities wishes to audit or investigate the Records; and/or
  3. a court.
6. Each of us will notify the other as soon as reasonably possible of any formal request by such an authority. You agree that we are authorised to provide all such records and information, upon advance notice to you if feasible and allowed by law, when formally required to do so by an authorised governmental agency.
Beatmaker Content, data protection and information security:
1. The rights granted to us or a Customer in a Beat hereunder and further to the Beat Tiers in Schedule 1 below, you shall own all rights, title and interest in and to all of your Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of it (we are under no obligation to review, edit, clip, moderate or otherwise consider your Content or User Data).
2. You and we shall comply with our respective obligations in respect of User Data and the processing of personal data, as derived from applicable law.
3. We shall use our reasonable commercial endeavours to safeguard User Data from unauthorised or unlawful processing, or accidental loss, destruction or damage by complying with our own internal information security policies.
Force majeure:
1. Provided we have complied with the provisions of Clause 15.3, we shall not be in breach of the Agreement nor liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under the Agreement that is caused by events outside our reasonable control (“Force Majeure Event”).
2. Our performance under the Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
3. We will use our reasonable commercial endeavours to mitigate the effect of any Force Majeure Event and to carry out our obligations under the Agreement in any way that is reasonably practicable despite the Force Majeure Event and to resume the performance of our obligations as soon as reasonably possible.
General Terms:
1. You may not assign or sub-contract this Agreement and/or your agreement with us or any rights and obligations thereunder without our prior written consent. We may assign this Agreement to any third party or successor.
2. If you or we fail to enforce any of our respective rights under this Agreement, that failure will not prevent us from enforcing those rights then or in the future.
3. If any clause or term of this Agreement is found by a court of competent jurisdiction to be unenforceable, that clause or term will be enforced to the fullest extent that it can be (if at all), but the remainder of these Terms and Conditions will continue in full force and effect.
4. Other than our Affiliates, no other party (other than you or us) has any right or benefit under, or right to enforce, the Agreement.
5. This Agreement (including any Schedules) form and are the sole and entire agreement between us regarding the subject matter of the Agreement. They supersede and/or replace all previous agreements, representations and arrangements between us (either oral or written) with regard to the subject matter of the Agreement.
6. You and we have entered into this Agreement as independent contractors.
7. This Agreement is governed by and construed according to English law and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising therefrom, including both contractual and non-contractual disputes.
8. Other terms which form part of this Agreement: certain other terms (“Terms”) will also apply to you and form part of this Agreement and/or your agreement with us. These may include the following:
  1. the Terms for all Users
  2. Acceptable Use Policy (or “AUP”)
  3. Privacy Policy and
  4. Cookie Policy
  If there is any conflict between the above Terms and the terms of this Agreement as set out above, then the terms of this Agreement as set out above shall take precedence to the extent of such conflict.

SCHEDULE 1 - BEAT TIERS

In this Schedule, words or phrases that are capitalised will have the same meanings as they have in the Wavetick – Beatmaker Agreement. The following terms, not set out in the Wavetick – Beatmaker Agreement, shall have the following meaning:
1. "Blanket License” means the grant of a license by Wavetick to any third party under which Wavetick licenses, collectively, some or all Beats provided by a Beatmaker and in respect of which Wavetick is paid a flat fee by such third party;
2. “Blanket License Net Receipts” means the gross license fee paid to Wavetick by any third party under a Blanket License less all Wavetick’s reasonable, bona fide, third party costs incurred in relation to such Blanket License (including, without limitation, those incurred by Wavetick in the distribution, marketing and/or promotion of Beats under such Blanket License);
3. “New Work” means Customer’s own original and/or derivative audio/audio- visual work intended by Customer for commercial or non-commercial sale, distribution, release, public performance, communication or other making available to the public or other use and/or exploitation;
4. “Net Receipts” means all gross income (including advances) earned or received by, or credited to Customer from Customer and/or Customer’s license’s exploitation of a New Work less all reasonable, bona fide, third party costs directly attributable to and actually incurred by Customer in the production, manufacture, distribution, marketing and/or promotion of the New Work).
Other Terms that may apply to you: the following other Terms may apply to you and your use of the Site and/or the Services:
1. Beat Tiers Terms
2. Terms for all Users
3. Acceptable Use Policy (or “AUP”)
4. Privacy Policy and
5. Cookie Policy
6. the above being, collectively with these Terms for Customers, our “Terms and Conditions”.
In addition, you may also be subject to a “Customer-Beatmaker Agreement” which means the terms of agreement between a Customer and a Beatmaker which govern the purchases of certain Beats in certain Beat Tiers (as set out in more detail in the Beat Tiers Terms.
The Customer-Beatmaker Agreement is not between a Beatmaker and Wavetick but between a Customer and a Beatmaker and so does not form part of the Terms and Conditions or the Agreement between a Beatmaker and Wavetick.

Terms for Beats: the following terms apply to the following Beat Tiers of Beats supplied by Beatmaker to the Site:

Bronze Tier Sounds

Product Offering:

Sound Packs, licensed directly from Beatmakers, for use in New Work(s).

File format:

Zip file including 16 bit / 24-bit/44.1khz WAV or preset banks.

Availability:

Limited or unlimited licenses. .

Grant of Rights in the Beat:

The rights in Bronze Tier Beats are granted directly by Beatmaker to Customer under the Customer-Beatmaker Agreement

Subject to the terms of the Customer-Beatmaker Agreement and Beat Tiers Terms and otherwise the Beat Tiers Terms and/or the Terms and Conditions, Beatmaker grants Customer a worldwide, limited, non-exclusive, revocable, non-assignable, personal, non-transferable, perpetual license to use the Beat in Customer’s own New Work.

Customer:

May modify the arrangement, length, tempo, or pitch of the Beat solely for incorporation of the Beat into the New Work;
May sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the New Work containing the Beat in any and all media and by any and all means subject to the terms hereof;
May use the Beat in combination with other sounds in New Work (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, library music), public performances, and other reasonable musical purposes within musical compositions;
Does not own or have any interest in any intellectual property rights (including, without limitation, copyrights) in or related to, or otherwise own, Beats;
Shall be entitled to register the Beat as part of Customer’s New Work with all applicable performing rights’ organisations and to fully and accurately reflect the share of music publishing rights’ ownership set out below.

Customer’s Obligations:

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not use the Beat in isolation, even if modified, as sound effects or as loops or within any competitive products (including but not limited to sample libraries, production music libraries or beat reselling sites) that are sold, relicensed, or redistributed to third parties;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not resell Beats;
May not re-digitize any Beat;
May not create any "derivative works" by altering any Beat except as permitted herein;
May not license or sublicense any use of the Beat or of the New Work, in whole or in part, for any so-called “samples”;
May not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content.
May not utilise the Beat as part of an AI dataset or algorithm used to create or generate unique or derivative musical compositions.

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

100% Customer

Share of master recording income (calculated on a Net Receipts basis):

100% Customer

Beatmaker Earnings:

87.5% of all Customer Payments

Our Commission:

12.5% of all Customer Payments

Accounting Terms:

Payment made to Beatmaker within 24 hours of receipt of monies by Wavetick in cleared funds in its bank account. Wavetick reserves the right to retain and deduct a reasonable reserve of Beatmaker Earnings (not to exceed 30%) for any chargeback and fraudulent amounts, such reserves to be liquidated to Beatmaker no later than [3] months after deduction.

Gold Tier Tracks

Product offering:

Tracks created by Beatmakers, directly licenseable from Beatmakers, for use in derivative New Work(s).

File format:

16-bit / 24-bit/44.1khz WAV and optional Stems.

Availability:

Limited or unlimited licenses.

Grant of Rights in the Beat:

The rights in Gold Tier Beats are granted directly by Beatmaker to Customer under the Customer-Beatmaker Agreement.

Customer may modify the arrangement, length, tempo, or pitch of the Beat solely for incorporation of the Beat into the New Work;
Customer may sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the New Work containing the Beat in any and all media and by any and all means subject to the terms hereof;
Beatmaker further grants Customer the right to use the Beat in combination with other sounds in New Work (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, library music), public performances, and other reasonable musical purposes within musical compositions;
Customer does not own or have any interest in any intellectual property rights (including, without limitation, copyrights) in or related to, or otherwise own, Beats.
Customer may make the New Work featuring the Gold Tier Beat and other applicable Beats available for sale in physical and/or digital form. The New Work may be available for sale as a single and/or included in a compilation of other songs bundled together by Customer as an EP or a full-length Album. The New Work may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, Customer does NOT have the right to resell the Beat in the form that it was delivered to Customer. Customer must create a New Work (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Beat in its original form by Customer shall be a material breach of this Agreement and Customer shall be liable to the Beatmaker for damages as provided hereunder.

Customer’s Obligations:

Subject to the terms of the Customer-Beatmaker Agreement

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not use the Beat in isolation, even if modified, as sound effects or as loops or within any competitive products (including but not limited to sample libraries, production music libraries or beat reselling sites) that are sold, relicensed, or redistributed to third parties;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not resell Beats;
May not re-digitize any Beat;
May not create any "derivative works" by altering any Beat except as permitted herein;
May not license or sublicense any use of the Beat or of the New Work, in whole or in part, for any so-called “samples”;
May not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content;
Shall register the Beat as part of Customer’s New Work with all applicable performing rights’ organisations to fully and accurately reflect the share of music publishing rights’ ownership set out in Clause 6.5 below;
Shall not register the Beat and/or New Work with any platform content identification system - so that Customer’s use of such Beat and/or New Work will not be flagged as infringing the copyright of any other Customer who has used the same Beat and thus taken down from such platform.

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

In use of New Work:

50% Customer

50% Beatmaker

Share of master recording income (calculated on a Net Receipts basis):

In use of New Work:

50% Customer

50% Beatmaker

Beatmaker Earnings:

87.5% of all Customer Payments

Our Commission:

12.5% of all Customer Payments

Accounting Terms:

Black Tier Works

Product offering:

Tracks and/or Sound Packs purchased outright, direct from site Beatmakers.

File format:

24-bit/96khz Mastered and Unmastered WAV and Stems, MIDI parts. Watermarked.

Availability:

One/off license/sale or NFT/sale by auction.

Grant of Rights in the Beat:

The rights in Black Tier Beats are granted directly by Beatmaker to Customer under the Customer-Beatmaker Agreement.

Subject to the terms of the Customer-Beatmaker Agreement and otherwise the Beat Tiers Licensing Terms and/or the Terms and Conditions, Beatmaker assigns to Customer all rights (including without limitation, all copyrights) in and to the Beat for Customer to use and exploit the Beat (including, without limitation incorporating the Beat into Customer’s own New Work), and to sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the Beat and/or New Work in any and all media and by any and all means subject to the terms hereof;

Customer may resell the Beat.

Customer shall be entitled to register the Beat as part of Customer’s New Work with all applicable performing rights’ organisations and to fully and accurately reflect the share of music publishing rights’ ownership set out below.

Customer’s Obligations:

Notwithstanding the grant of rights set out above and/or subject to the terms of the Customer-Beatmaker Agreement.

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not re-digitize any Beat;
May create any "derivative works" by altering any Beat as permitted herein provided that any such “derivative work” will constitute a New Work for the purposes of these Beat Tier Terms;
May not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content;
Shall use Customer’s best endeavours to specify Customer has used a Wavetick Beat in any video of Customer’s New Work that Customer posts or uploads to any video sharing platform;
Shall account to and pay (or procure the accounting to and payment to) Beatmaker and Wavetick for Beatmaker and/or Wavetick’s share of master recording income arising from the exploitation of the Beat as part of the New Work (as set out below), including where Customer resells the Beat whether as part of the New Work or not.

Share of music publishing royalties(including publisher’s and/or writer’s share of public performance royalties):

100% Customer

Share of master recording income (calculated on a Net Receipts basis):

100% Customer

Beatmaker Earnings:

87.5% of all Customer Payments

Our Commission:

12.5% of all Customer Payments

Resale Fee:

5% to Beatmaker; and 5% to Wavetick.

Calculated on Net Receipts. Payable for the full duration of the license of rights set out in clause 6.1

Accounting Terms:

Customer-Beatmaker Agreement

CUSTOMER–BEATMAKER AGREEMENT

FOR BRONZE, GOLD AND BLACK TIER BEATS

This Agreement sets forth the terms and conditions upon which Beatmaker grants certain rights directly to Customer in and to certain tiers of Beats made available to Customer via the Wavetick music platform known as www.wavetick.com (the “Site”).

IT IS THEREFORE AGREED THAT:

In this Agreement, defined terms shall bear the same meanings as are set out in the Site’s Terms for all Users unless otherwise specified in this Agreement.

Purchase of, or License of
Beats: Customer shall pay the applicable purchase price for the Beat (as set out on the Site) to Wavetick on the date of this Agreement. All rights granted to Customer by Beatmaker in the Beat are conditional upon Customer’s timely payment of the Beat purchase price to Wavetick. Wavetick will account to and pay Beatmaker the Beatmaker Earnings from such purchase in accordance with the separate agreement entered into between Wavetick and Beatmaker under which Beatmaker provides Beats to Wavetick for exploitation via the Site (“the Wavetick - Beatmaker Agreement”).
Delivery of the Beat:
1. Beatmaker agrees to deliver the Beat to Wavetick in the following formats:
  1. Bronze Tier Beat (as defined in the Site’s Beat Tiers Terms, which can be found here:
  2. Gold Tier Beat (as defined in the Site’s Beat Tiers Terms, which can be found here:
  3. Black Tier Beat (as defined in the Site’s Beat Tiers Terms, which can be found here
2. Wavetick shall use commercially reasonable efforts to deliver the Beat to Customer in accordance with the Site’s Terms and Conditions immediately after payment of the applicable Beat purchase price is made to Wavetick and received by Wavetick in cleared funds in its account.
Term:The Term of this Agreement shall in perpetuity, subject to any earlier termination or expiry set out in the terms of this Agreement.
Rights granted in the Beat:
1. Bronze Tier Beat: in consideration for Customer’s payment of the purchase price for the Bronze Tier Beat and Customer’s full compliance with the terms of this Agreement, Beatmaker hereby grants Customer a limited, worldwide, non-exclusive, revocable, non-assignable, personal, non-transferable, perpetual license to:
  1. modify the arrangement, length, tempo, or pitch of the Beat solely for incorporation of the Beat into the New Work;
  2. sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the New Work containing the Beat in any and all media and by any and all means subject to the terms hereof;
  3. use the Beat in combination with other sounds in New Work (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, library music), public performances, and other reasonable musical purposes within musical compositions;
  4. Customer acknowledges that Customer does not own or have any interest in any intellectual property rights (including, without limitation, copyrights) in or related to, or otherwise own, Bronze Tier Beats;
  5. be entitled to register the Beat as part of Customer’s New Work with all applicable performing rights’ organisations and to fully and accurately reflect the share of music publishing rights’ ownership set out below.
2. Gold Tier Beat: in consideration for Customer’s payment of the purchase price for the Gold Tier Beat and Customer’s full compliance with the terms of this Agreement, Beatmaker hereby grants Customer a limited, worldwide, non-exclusive, revocable, non-assignable, personal, non-transferable, perpetual license to :
  1. use and incorporate the Beat in Customer’s own derivative audio/audio-visual work for commercial or non-commercial use (“New Work”) on the terms of this Agreement;
  2. sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the New Work containing the Beat in any and all media and by any and all means subject to the terms hereof;
  3. use the Beat in combination with other sounds in New Work (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, library music), public performances, and other reasonable musical purposes within musical compositions;
  4. Customer acknowledges that Customer does not own or have any interest in any intellectual property rights (including, without limitation, copyrights) in or related to, or otherwise own, Gold Tier Beats.
  5. modify the arrangement, length, tempo, or pitch of the Beat solely for incorporation of the Beat into the New Work;
3. Black Tier Beat: Beatmaker assigns to Customer all rights (including without limitation, all copyrights) in and to the Beat for Customer to use and exploit the Beat (including, without limitation incorporating the Beat into Customer’s own New Work), and to sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the Beat and/or New Work in any and all media and by any and all means subject to the terms hereof;
4. Customer may make the New Work featuring the Gold Tier Beat and/or the Black Tier Beat available for sale in physical and/or digital form. The New Work may be available for sale as a single and/or included in a compilation of other songs bundled together by Customer as an EP or a full-length Album. The New Work may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, Customer does NOT have the right to resell the Beat in the form that it was delivered to Customer. Customer must create a New Work (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Beat in its original form by Customer shall be a material breach of this Agreement and Customer shall be liable to the Beatmaker for damages as provided hereunder.
5. Customer hereby agrees to register Beatmaker’s and/or Wavetick’s interest in the music publishing rights in and to the New Work and account to and pay Beatmaker Beatmaker’s and Wavetick’s share of income derived from the exploitation of the master recording of the New Works featuring the Beat in accordance with the terms of the Beat Tiers Terms.
Restrictions on the use of Bronze and Gold Tier Beats
1. Customer hereby agrees and acknowledges that it:
  1. shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
  2. may not use the Beat in isolation, even if modified, as sound effects or as loops or within any competitive products (including but not limited to sample libraries, production music libraries or beat reselling sites) that are sold, relicensed, or redistributed to third parties;
  3. may not replicate or copy a Beat for any other purpose other than set out herein;
  4. may not resell Beats;
  5. may not re-digitize any Beat;
  6. may not create any “derivative works” by altering any Beat except as permitted herein;
  7. may not license or sublicense any use of the Beat or of the New Work, in whole or in part, for any so-called “samples”;
  8. may not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content; and/or
  9. shall not register the Beat and/or New Work with any platform content identification system - so that Customer’s use of such Beat and/or New Work will not be flagged as infringing the copyright of any other Customer who has used the same Beat and thus taken down from such platform.
2. Restrictions on the use of Black Tier Beats: Customer hereby agrees and acknowledges that it:
  1. shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
  2. may not replicate or copy a Beat for any other purpose other than set out herein;
  3. may not re-digitize any Beat;
  4. may create any "derivative works" by altering any Beat as permitted herein provided that any such “derivative work” will constitute a New Work for the purposes of these Beat Tier Terms;
  5. may not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content.
3. Further Customer Obligations for Black Tier Beats:
  1. Customer acknowledges that all rights in and to Beats granted herein by Beatmaker are non-transferable and non-assignable and that Customer may not transfer or assign any of its rights hereunder to any third-party;
  2. Customer shall account to and pay (or procure the accounting to and payment to) Beatmaker and Wavetick for Beatmaker and/or Wavetick’s share of master recording income arising from the exploitation of the New Work (as set out in the Beat Tiers Terms), including where Customer resells the Beat whether as part of the New Work or not.
Change to Ownership of Bronze and Gold Tier Beats
1. Beatmaker is and shall remain the sole owner and holder of all rights, title, and interest in the Bronze and Gold Tier Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Beatmaker.
2. Customer does not own the music publishing and/or master or the sound recording rights in the Gold Tier Beat as part of the New Work. Customer is licensed the right to use Gold Tier Beat in the New Work and to commercially exploit the New Work based on the terms and conditions of this Agreement.
3. With respect to the publishing rights and ownership of the underlying composition embodied in the New Work, Customer and Beatmaker hereby acknowledge and agree that the underlying composition shall be owned/split between Customer, Beatmaker and Wavetick in the proportions set out in in the Beat Tiers Terms.
Ownership of Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the New Work hereunder is written or composed by Beatmaker, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Beatmaker or any person, firm, or corporation in which Beatmaker has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Beatmaker hereby agrees to issue or cause to be issued, as applicable, to Customer, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Work. For that license, on the United States and Canada sales, Customer will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.
Credit: Customer shall have the non-exclusive right to use and permit others to use Beatmaker’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Beatmaker solely for purposes of trade and otherwise without restriction solely in connection with the New Work. Customer shall use best efforts to grant or procure the grant of a credit to Beatmaker as a producer of the master recording embodied in the New Work and co-writer of the musical work embodied in the New Work on all mechanical reproductions of the New Work (such as but not limited to vinyl records, tapes, CDs, DVDs Blu-Ray discs, digital metadata). If Customer fails to comply with this Clause Customer must use reasonable efforts to correct any such failure immediately and on a prospective basis
Breach by customer:
1. Customer shall have five (5) business days from its receipt of written notice by Beatmaker to cure any alleged breach of this Agreement. Customer’s failure to cure the alleged breach within five (5) business days shall result in Customer’s breach of this Agreement and the termination of Customer’s rights hereunder.
2. Customer recognizes and agrees that a breach or threatened breach of this Agreement by Customer may give rise to irreparable injury to us which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Customer of this Agreement, Beatmaker may seek and shall be entitled to seek a temporary restraining order and a preliminary injunction restraining the Customer from such breach.
3. Notwithstanding the foregoing, Beatmaker agrees that in the event of any default of any of the terms of this Agreement by Customer Beatmaker’s only remedy will be an action at law for damages, if any, actually suffered by Beatmaker. In no event shall Beatmaker be entitled to rescind this Agreement or to apply for or receive any injunctive or other equitable relief or to restrain the distribution, exhibition, advertising or other exploitation of the New Work or any other rights granted or assigned under this Agreement.
Warranties, Representations, and Indemnification:
1. Each party warrants and represents that it has the full right and ability to enter into this Agreement.
2. Beatmaker does not warrant that the Beat will match any requirement of Customer (whether technical or creative) and to the fullest extent permissible by applicable law each Beat is granted to Customer on a purely “as is” without warranties of any kind or fitness for a particular purpose.
3. Beatmaker warrants that:
  1. the manufacture, sale, distribution, or other exploitation of the Beat hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
  2. Beatmaker did not incorporate any third party content or material (including, without limitation, any so-called “sample” material) belonging to any other person, firm, or corporation in the Beat.
  3. Customer warrants that the manufacture, sale, distribution, or other exploitation of the New Work hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
  4. Each party shall indemnify and hold the other party harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees
Miscellaneous:
1. The parties may not assign or sub-contract this Agreement and/or your agreement with us or any rights and obligations thereunder without the prior written consent of the other party.
2. If either party fails to enforce any of its respective rights under this Agreement, that failure will not prevent such party from enforcing those rights then or in the future.
3. If any clause or term of this Agreement is found by a court of competent jurisdiction to be unenforceable, that clause or term will be enforced to the fullest extent that it can be (if at all), but the remainder of this Agreement will continue in full force and effect.
4. This Agreement forms and is the sole and entire agreement between us regarding the subject matter of the Agreement. They supersede and/or replace all previous agreements, representations and arrangements between us (either oral or written) with regard to the subject matter of the Agreement.
5. The parties have entered into this Agreement as independent contractors.
6. This Agreement, is governed by and construed according to English law and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising therefrom, including both contractual and non-contractual disputes.
7. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered.
8. Notwithstanding the foregoing, in the event that Customer does not sign this Agreement, Customer acknowledges that it has reviewed the terms and conditions of this Agreement and payment of the purchase price of the Beat shall serve as Customer’s signature and acceptance of the terms and conditions of this Agreement.
9. Both parties acknowledge and agree that they have taken independent legal advice in connection with this Agreement prior to entering into the Agreement.

Beat Tiers Terms

BY PURCHASING AND DOWNLOADING, STREAMING, ACQUIRING OR OTHERWISE USING BEATS YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY

These Beat Tiers Terms apply to you if you purchase, download, stream, acquire or otherwise use Beats from the Site as a Customer. They set out the terms upon which the rights in Beats are granted to you along with other provisions dealing with your use of Beats. They form part of and are incorporated into our Terms and Conditions (as defined below) and form part of the Agreement between you and us. By purchasing and downloading, streaming, acquiring or otherwise using Beats from or via the Site you accept these Beat Tiers and you agree to comply with them. If you do not agree to these Terms you must not purchase, download, stream, acquire or otherwise use Beats from the Site.
In these Beat Tiers Terms, words or phrases that are capitalised will have the same meanings as they have in the Terms for all Users. Any words or phrases that are capitalised in these Beat Tiers Terms and which are not used in the Terms for all Users shall have the meanings set out in these Beat Tiers Terms. The following terms, not set out in the Terms for all Users, shall have the following meaning:

“New Work” means Customer’s own original and/or derivative audio/audio-visual work intended by Customer for commercial or non-commercial sale, distribution, release, public performance, communication or other making available to the public or other use and/or exploitation;
“Net Receipts” means all gross income (including advances) earned or received by, or credited to Customer from Customer and/or Customer’s license’s exploitation of a New Work less all reasonable, bona fide, third party costs directly attributable to and actually incurred by Customer in the production, manufacture, distribution, marketing and/or promotion of the New Work).

Other Terms that may apply to you: the following other Terms may apply to you and your use of the Site and/or the Services:
1. Terms for all users
2. Acceptable Use Policy (or “AUP“)
3. if you are also a Beatmaker, the Wavetick - Beatmaker Agreement
4. Privacy Policy; and
5. Cookie Policy
the above being, collectively with these Terms for Customers, our “Terms and Conditions”.
In addition, you may also be subject to a “Customer-Beatmaker Agreement” which means the terms of agreement between a Customer and a Beatmaker which govern the purchases of certain Beats in certain Beat Tiers. The Customer-Beatmaker Agreement is not between a Customer and Wavetick but between a Customer and a Beatmaker and so does not form part of the Terms and Conditions or the Agreement between Customer and Wavetick.
Terms for all Beats: the following terms apply to all Beats purchased, downloaded, streamed, acquired or otherwise used by you from the Site:
1. Customer shall be deemed to have agreed to these Beat Tiers Terms and/or the Terms and Conditions when and at the time Customer purchases, downloads, streams, acquires or otherwise uses Beats from the Site, and/or pays Wavetick the applicable Customer Fee for the applicable Beat.
2. Customer Fees: all rights granted to Customer by Wavetick in any Beat are conditional upon Customer’s full and timely payment to Wavetick of the applicable Customer Fee for the applicable Beat.
3. Customer shall use best efforts to have Wavetick credited in all uses Customer makes of any Beat, with such credit being in substantially the same form as: “Sounds downloaded from Wavetick.com”. Customer shall use its best efforts to correct any such failure to provide such credit promptly upon being notified of such failure by Wavetick, and on a prospective basis.
4. Breach by customer:
  1. If Customer is in breach or alleged breach of these Beat Tiers Terms and/or the Terms and Conditions Customer shall have five (5) business days from its receipt of Wavetick’s written notice of such breach to remedy the same. Customer’s failure to cure the alleged breach within that period shall constitute Customer’s breach of these Beat Tiers Terms and/or the Terms and Conditions which shall entitle Wavetick, at its sole discretion, to terminate Customer’s rights and Customer’s Account in accordance with the Terms and Conditions.
  2. Without prejudice to Clause 5.4(a) and Wavetick’s rights and remedies at law, if Customer breaches any Beat Tiers Terms and/or commercially exploits, uses, distributes and/or sells a Beat or New Work (as defined below) other than as set out in these Beat Tier Terms and/or the Terms and Conditions, Customer shall be liable to Wavetick for damages which may include an account of profits of Customer arising from such unauthorised use and/or payment of all monies received by Customer to Wavetick arising from such unauthorised use.
  3. Customer acknowledges and agrees that any breach or alleged breach of these Beat Tiers Terms and/or the Terms and Conditions by Customer may give rise to irreparable injury to Wavetick which may not be adequately compensated by damages. Accordingly, in the event of a breach or alleged breach by the Customer of these Beat Tiers Terms and/or the Terms and Conditions, Wavetick shall be entitled seek (without prejudice to any other legal and/or equitable remedies available to Wavetick) injunctive relief and/or remedies including, without limitation, an injunction order preventing Customer from continuing such breach.
  4. Customer shall fully indemnify and keep harmless Wavetick, its Affiliates and other Users or Customers against any and all costs, losses and/or damages (including without limitation, court costs, litigation expenses, and reasonable legal fees) arising to or incurred by Wavetick from or in connection with any breach or threatened breach of these Beat Tiers Terms and/or the Terms and Conditions by Customer.
5. Name and Likeness: Name and Likeness: Customer agrees that Wavetick is entitled to identify a Customer as the creator of a New Work using the Beat for marketing and promotional purposes of us and the Site. Customer hereby grants Wavetick (and Wavetick’s third party licencees) a non-exclusive licence and right to use Customer’s name, approved image, approved biographical material, approved photographs and (if applicable) Customer’s trade-marks for such marketing and promotional purposes. Customer agrees to cooperate with our reasonable requests for such marketing and promotional usages.
6. Wavetick makes all reasonable efforts to require that all Beats provided to us by Beatmakers are the original works of a Beatmaker. If Wavetick learns and/or is notified or becomes aware or has good reason to believe that any Beat was not original to the Beatmaker, Wavetick shall be entitled to remove that Beat from the Site and will use reasonable efforts to notify Customer by email (using the email address Customer provided when registering Customer’s Account) of the same. If you have reason to believe that a Beat you obtained from Wavetick is not the original work of a Beatmaker, please email Wavetick at info@wavetick.com
7. Customer shall be responsible for all third-party consents, licences and clearances (including, without limitation, any third party sample clearances) required to use and/or exploit any Beat or New Work, and paying any and all applicable fees in respect thereto. It is Customer’s responsibility to monitor the Beat for inclusion of any potential samples or interpolated compositions, and to ensure the rights of no third party are not infringed upon by Customer’s usage and/or exploitation of the Beat or New Work. Customer acknowledges and agrees that we do not monitor, police or patrol Beats for any third party samples or interpolated compositions and, to the extent permitted by law, we take no responsibility and accept no liability for ensuring a Beat and/or a Customers’ usage and/or exploitation of a Beat and/or New Work does not infringe the rights (including, without limitation, the copyrights) of any third party.
8. Accounting and audit. Where Customer is required to account to and pay Wavetick and/or a Beatmaker for any share of income received by Customer from the exploitation of the master recording embodied in the New Work it shall do so within forty five (45) days of receiving such income in its bank account in cleared funds. We and/or Beatmaker shall be entitled upon reasonable written notice to Customer to inspect Customer’s books and records (and/or Customer shall procure that we and/or Beatmaker shall be entitled to inspect the books and records of any third party to whom Customer has granted rights to exploit such master sound recording) to verify the accuracy of such accounting and payment, and if any such inspection reveals any underpayment in monies properly due to us and/or Beatmaker under this Agreement Customer shall immediately reimburse such underpayment(s) and further pay our and/or Beatmaker’s reasonable third party costs incurred in undertaking such inspection.
Terms for Beats: the following terms apply to the following Beat Tiers of Beats acquired by a Customer from the Site:

Bronze Tier Sounds

Product offering:

Sound Packs, licensed directly from Beatmakers, for use in New Work(s).

File format:

Zip file including 16 bit / 24-bit/44.1khz WAV or preset banks.

Availability:

Limited or unlimited licenses.

Grant of Rights in the Beat:

The rights in Bronze Tier Beats are granted directly by Beatmaker to Customer under the Customer-Beatmaker Agreement.

Customer:

May modify the arrangement, length, tempo, or pitch of the Beat solely for incorporation of the Beat into the New Work;
May sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the New Work containing the Beat in any and all media and by any and all means subject to the terms hereof;
May use the Beat in combination with other sounds in New Work (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, library music), public performances, and other reasonable musical purposes within musical compositions;
Does not own or have any interest in any intellectual property rights (including, without limitation, copyrights) in or related to, or otherwise own, Beats;
Shall be entitled to register the Beat as part of Customer’s New Work with all applicable performing rights’ organisations and to fully and accurately reflect the share of music publishing rights’ ownership set out below.

Customer’s Obligations:

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not use the Beat in isolation, even if modified, as sound effects or as loops or within any competitive products (including but not limited to sample libraries, production music libraries or beat reselling sites) that are sold, relicensed, or redistributed to third parties;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not resell Beats;
May not re-digitize any Beat;
May not create any "derivative works" by altering any Beat except as permitted herein;
May not license or sublicense any use of the Beat or of the New Work, in whole or in part, for any so-called “samples”;
May not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content.
May not utilise the Beat as part of an AI dataset or algorithm used to create or generate unique or derivative musical compositions.

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

100% Customer

Share of master recording income (calculated on a Net Receipts basis):

100% Customer

Silver Tier Sounds

Product offering:

Sound Packs licensed from Wavetick’s in-house catalogue, for use in New Work(s).

File format:

Zip file including 16-bit / 24-bit/44.1khz WAV or preset banks.

Availability:

Limited or unlimited licenses.

Grant of Rights in the Beat:

Subject to Customer’s Obligations and otherwise the Beat Tiers Terms and/or the Terms and Conditions, Customer is granted a worldwide, limited, non-exclusive, revocable, non-assignable, personal, non-transferable, perpetual license to use the Beat in Customer’s New Work.

Customer:

May modify the arrangement, length, tempo, or pitch of the Beat solely for incorporation of the Beat into the New Work;
May sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the New Work containing the Beat in any and all media and by any and all means subject to the terms hereof;
May use the Beat in combination with other sounds in New Work (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, library music), public performances, and other reasonable musical purposes within musical compositions;
Does not own or have any interest in any intellectual property rights (including, without limitation, copyrights) in or related to, or otherwise own, Beats;
Shall be entitled to register the Beat as part of Customer’s New Work with all applicable performing rights’ organisations and to fully and accurately reflect the share of music publishing rights’ ownership set out below.

Customer’s Obligations:

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not use the Beat in isolation, even if modified, as sound effects or as loops or within any competitive products (including but not limited to sample libraries, production music libraries or beat reselling sites) that are sold, relicensed, or redistributed to third parties;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not resell Beats;
May not re-digitize any Beat;
May not create any "derivative works" by altering any Beat except as permitted herein;
May not license or sublicense any use of the Beat or of the New Work, in whole or in part, for any so-called “samples”;
May not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content.
May not utilise the Beat as part of an AI dataset or algorithm used to create or generate unique or derivative musical compositions.

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

100% Customer

Share of master recording income (calculated on a Net Receipts basis):

100% Customer

Gold Tier Tracks

Product offering:

Tracks created by Beatmakers, directly licenseable from Beatmakers, for use in derivative New Work(s).

File format:

16-bit / 24-bit/44.1khz WAV and optional Stems.

Availability:

Limited or unlimited licenses.

Grant of Rights in the Beat:

The rights in Gold Tier Beats are granted directly by Beatmaker to Customer under the Customer-Beatmaker Agreement.

Customer:

Customer may modify the arrangement, length, tempo, or pitch of the Beat solely for incorporation of the Beat into the New Work;
Customer may sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the New Work containing the Beat in any and all media and by any and all means subject to the terms hereof;
Beatmaker further grants Customer the right to use the Beat in combination with other sounds in New Work (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, library music), public performances, and other reasonable musical purposes within musical compositions;
Customer does not own or have any interest in any intellectual property rights (including, without limitation, copyrights) in or related to, or otherwise own, Beats.
Customer may make the New Work featuring the Gold Tier Beat and other applicable Beats available for sale in physical and/or digital form. The New Work may be available for sale as a single and/or included in a compilation of other songs bundled together by Customer as an EP or a full-length Album. The New Work may be sold via digital retailers for permanent digital download in mp3 format and/or physical format, including compact disc and vinyl records. For clarity and avoidance of doubt, Customer does NOT have the right to resell the Beat in the form that it was delivered to Customer. Customer must create a New Work (or instrumental as detailed above) for its rights under this provision to a vest. Any sale of the Beat in its original form by Customer shall be a material breach of this Agreement and Customer shall be liable to the Beatmaker for damages as provided here under.

Customer’s Obligations:

Subject to the terms of the Customer-Beatmaker Agreement

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not use the Beat in isolation, even if modified, as sound effects or as loops or within any competitive products (including but not limited to sample libraries, production music libraries or beat reselling sites) that are sold, relicensed, or redistributed to third parties;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not resell Beats;
May not re-digitize any Beat;
May not create any "derivative works" by altering any Beat except as permitted herein;
May not license or sublicense any use of the Beat or of the New Work, in whole or in part, for any so-called “samples”;
May not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content.
Shall register the Beat as part of Customer’s New Work with all applicable performing rights’ organisations to fully and accurately reflect the share of music publishing rights’ ownership set out in the clause below;
Shall not register the Beat and/or New Work with any platform content identification system - so that Customer’s use of such Beat and/or New Work will not be flagged as infringing the copyright of any other Customer who has used the same Beat and thus taken down from such platform.

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

In use of New Work:

50% Customer

50% Beatmaker

Share of master recording income (calculated on a Net Receipts basis):

In use of New Work:

50% Customer

50% Beatmaker

Platinum Tier Tracks

Product offering:

Tracks created in-house, directly licenseable from Wavetick. Not intended to be modified or placed in a derivative New Work.

File format:

16-bit / 24-bit/44.1khz WAV and optional Stems.

Availability:

One/off, limited or unlimited licenses of downloads.

Grant of Rights in the Beat:

Subject to the Beat Tiers Terms and/or the Terms and Conditions, Customer is either granted:

(i) if the Beat is available as part of an unlimited or limited number of downloads, a worldwide, limited, non-exclusive, revocable, non-assignable, personal, non-transferable, perpetual license to use the Beat in Customer’s New Work; or

(ii) if the Beat is available as a single, exclusive download, a worldwide, limited, exclusive, revocable, non-assignable, personal, non-transferable, perpetual license to use the Beat in Customer’s New Work;

Customer may modify the arrangement, length, tempo, or pitch of the Beat.
Customer may publicly perform, broadcast, communicate and/or make available to the public the Beat in any and all media and by any and all means subject to the terms hereof;
Customers may use the Beat(s) alone and/or in combination with other sounds in works (which may include soundtracks of films, video productions, radio/TV programs or commercials, computer games and multimedia presentations, library music), public performances, and other reasonable musical purposes within musical compositions;
Customer does not own or have any interest in any intellectual property rights (including, without limitation, copyrights) in or related to, or otherwise own Beats.

Customer’s Obligations:

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not use the Beat in isolation, even if modified, as sound effects or as loops or within any competitive products (including but not limited to sample libraries, production music libraries or beat reselling sites) that are sold, relicensed, or redistributed to third parties;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not resell Beats;
May not re-digitize any Beat;
May not create any "derivative works" by altering any Beat except as permitted herein;
Shall use Customer’s best endeavours to specify Customer has used a Wavetick Beat in any video of Customer’s New Work that Customer posts or uploads to any video sharing platform.
Shall ensure any usage of the Beat is properly logged and submitted to their local PRO via any or all applicable cue sheets that fully and accurately state the original Beat title, Beat writers, music cue code, ISRC / catalogue number, episode, series, title, scope and duration of use.
Is not entitled to register or collect any publishing share on the purchased license of the Beat.
Shall not rename the Beat and will use the original naming convention of the Beat as it appears on www.wavetickcom
May not utilise the Beat as part of an AI dataset or algorithm used to create or generate unique or derivative musical compositions.

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

In any or all uses:

50% Beatmaker

50% Wavetick

Share of master recording income (calculated on a Net Receipts basis):

In any or all uses:

50% Beatmaker

50% Wavetick

Black Tier Works

Product offering:

Tracks and/or Sound Packs purchased outright, direct from site Beatmakers.

File format:

24-bit/96khz Mastered and Unmastered WAV and Stems, MIDI parts. Watermarked.

Availability:

One/off license/sale or NFT/sale by auction.

Grant of Rights in the Beat:

The rights in Black Tier Beats are granted directly by Beatmaker to Customer under the Customer-Beatmaker Agreement.

Customer may resell the Beat.

Customer’s Obligations:

Notwithstanding the grant of rights set out above and/or subject to the terms of the Customer-Beatmaker Agreement.

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not re-digitize any Beat;
May create any "derivative works" by altering any Beat as permitted herein provided that any such “derivative work” will constitute a New Work for the purposes of these Beat Tier Terms;
May not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content;
Shall use Customer’s best endeavours to specify Customer has used a Wavetick Beat in any video of Customer’s New Work that Customer posts or uploads to any video sharing platform;
Shall account to and pay (or procure the accounting to and payment to) Beatmaker and Wavetick for Beatmaker and/or Wavetick’s share of master recording income arising from the exploitation of the Beat as part of the New Work (as set out below), including where Customer resells the Beat whether as part of the New Work or not.

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

100% Customer

Share of master recording income (calculated on a Net Receipts basis):

100% Customer

Diamond Tier Works

Product offering:

Tracks and/or Sound Packs purchased outright from Wavetick’s in-house catalogue.

File format:

24-bit/96khz Mastered and Unmastered WAV and Stems, MIDI parts. Watermarked.

Availability:

One/off license/sale or NFT/sale by auction

Grant of Rights in the Beat:

Subject to the Beat Tiers Terms and/or the Terms and Conditions, Wavetick assigns to Customer all rights (including without limitation, all copyrights) in and to the Beat for Customer to use and exploit the Beat (including, without limitation incorporating the Beat into Customer’s own New Work), and to Customer may sell, distribute, exploit, publicly perform, broadcast, communicate and/or make available to the public the New Work containing the Beat in any and all media and by any and all means subject to the terms hereof;

Customer may resell the Beat.

Customer’s Obligations:

Notwithstanding the assignment of rights set out above,

Customer:

Shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or a substantially similar form, as delivered to Customer. Customer may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Work;
May not replicate or copy a Beat for any other purpose other than set out herein;
May not re-digitize any Beat;
May create any "derivative works" by altering any Beat as permitted herein provided that any such “derivative work” will constitute a New Work for the purposes of these Beat Tier Terms;
May not use Beats in any way in conjunction with or as part of any other third-party content without the consent of all copyright owners of such third-party content;
Shall use Customer’s best endeavours to specify Customer has used a Wavetick Beat in any video of Customer’s New Work that Customer posts or uploads to any video sharing platform;
Shall account to and pay (or procure the accounting to and payment to) Beatmaker and Wavetick for Beatmaker and/or Wavetick’s share of master recording income arising from the exploitation of the Beat as part of the New Work (as set out below), including where Customer resells the Beat whether as part of the New Work or not.

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

100% Customer

Share of master recording income (calculated on a Net Receipts basis):

100% Customer

Privacy Policy

This Privacy Policy governs the manner in which Wavetick ("we," "us," or "our") collects, uses, maintains, and discloses information collected from users (referred to as "you" or "your") of the Wavetick website (referred to as the "Platform"). This Privacy Policy applies to the Platform and all products and services offered by Wavetick.

Information We Collect

Personal Information: During the sign-up process, we may collect personal information, such as your name, email address, and contact information. We only collect personal information that you voluntarily provide to us.
Usage Data: We may collect non-personal identification information about your interaction with the Platform. This includes technical information such as your IP address, device type, browser type, pages visited, and actions taken within the Platform.

How We Use Collected Information

Personal Information: We may use the personal information you provide to us for the following purposes:

To personalise user experience: We may use information in the aggregate to understand how our users as a group use the services and resources provided on our Platform.
To improve our Platform: We continually strive to improve our offerings based on the information and feedback we receive from you.
To send periodic emails: We may use your email address to send you information and updates related to your use of the Platform. It may also be used to respond to your inquiries, questions, and/or other requests.

Usage Data: We may use non-personal identification information for statistical analysis, troubleshooting, and to improve the functionality and performance of our Platform.

How We Protect Your Information

We adopt appropriate data collection, storage, and processing practices, as well as security measures to protect against unauthorized access, alteration, disclosure, or destruction of your personal information, username, password, transaction information, and data stored on our Platform.

Sharing Your Personal Information

We do not sell, trade, or rent your personal identification information to others. We may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates, and advertisers for the purposes outlined above.

Changes to This Privacy Policy

Wavetick has the discretion to update this Privacy Policy at any time. When we do, we will revise the updated date at the top of this page. We encourage you to frequently check this page for any changes to stay informed about how we are helping to protect the personal information we collect.

Your Acceptance of These Terms

By clicking the checkbox during the sign-up process, you signify your acceptance of this Privacy Policy. If you do not agree to this Privacy Policy, please do not use our Platform. Your continued use of the Platform following the posting of changes to this Privacy Policy will be deemed your acceptance of those changes.

Contacting Us

If you have any questions about this Privacy Policy, the practices of this Platform, or your dealings with us, please contact us at [info@wavetick.com]

Remember to review this privacy policy and adapt it to meet your specific requirements. It's always a good idea to consult with legal professionals to ensure compliance with applicable laws and regulations.

Cookie Policy

This Cookie Policy ("Policy") explains how Wavetick ("we," "us," or "our") uses cookies and similar technologies on our website (referred to as the "Site"). By using our Site, you consent to the use of cookies as described in this Policy.

What Are Cookies?

Cookies are small text files that are placed on your computer or mobile device when you visit a website. They are widely used to make websites work more efficiently, as well as to provide information to the website owners. Cookies enable a website to remember your actions and preferences (such as login information, language selection, and other display preferences) over a period of time, so you don't have to keep re-entering them whenever you come back to the site or browse from one page to another.

How We Use Cookies

We use cookies for the following purposes:

Essential Cookies: These cookies are necessary for the operation of our Site and enable you to access and navigate the various features of the Site.
Analytical Cookies: We use analytical cookies to collect information about how visitors use our Site. This helps us analyze data such as the number of visitors, how they reached our Site, and which pages they visit. We use this information to improve the functionality and performance of our Site.
Functional Cookies: Functional cookies are used to enhance the usability and functionality of our Site. They enable us to remember your preferences and provide personalized features.
Third-Party Cookies: We may allow third-party service providers to place cookies on our Site for various purposes, including analytics and advertising. These cookies are subject to the respective privacy policies of the third-party providers.

Managing Cookies

By clicking the checkbox during the sign-up process and/or accepting the Cookie policy pop-up on visiting the site, you consent to the use of cookies as described in this Policy. You can manage or disable cookies through your browser settings. However, please note that disabling cookies may affect the functionality and performance of our Site.

You can find more information about managing cookies in the most commonly used browsers at the following links:

Changes to This Cookie Policy

Wavetick has the discretion to update this Cookie Policy at any time. When we do, we will revise the updated date at the top of this page. We encourage you to review this Policy periodically to stay informed about how we use cookies.

Contacting Us

If you have any questions about this Cookie Policy, the practices of our Site, or your dealings with us, please contact us at [info@wavetick.com]

Remember to review this cookie policy and adapt it to meet your specific requirements. It's always a good idea to consult with legal professionals to ensure compliance with applicable laws and regulations.

Application version: 1.130.0

Terms &Conditions

Terms for all Users of the Site

Acceptable Use Policy

Wavetick - Beatmaker Agreement

Bronze Tier Sounds

Product Offering:

File format:

Availability:

Grant of Rights in the Beat:

Customer’s Obligations:

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

Share of master recording income (calculated on a Net Receipts basis):

Beatmaker Earnings:

Our Commission:

Accounting Terms:

Gold Tier Tracks

Product offering:

File format:

Availability:

Grant of Rights in the Beat:

Customer’s Obligations:

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

Share of master recording income (calculated on a Net Receipts basis):

Beatmaker Earnings:

Our Commission:

Accounting Terms:

Black Tier Works

Product offering:

File format:

Availability:

Grant of Rights in the Beat:

Customer’s Obligations:

Share of music publishing royalties(including publisher’s and/or writer’s share of public performance royalties):

Share of master recording income (calculated on a Net Receipts basis):

Our Commission:

Resale Fee:

Accounting Terms:

Customer-Beatmaker Agreement

Beat Tiers Terms

Bronze Tier Sounds

Product offering:

File format:

Availability:

Grant of Rights in the Beat:

Customer’s Obligations:

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

Share of master recording income (calculated on a Net Receipts basis):

Silver Tier Sounds

Product offering:

File format:

Availability:

Grant of Rights in the Beat:

Customer’s Obligations:

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

Share of master recording income (calculated on a Net Receipts basis):

Gold Tier Tracks

Product offering:

File format:

Availability:

Grant of Rights in the Beat:

Customer’s Obligations:

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

Share of master recording income (calculated on a Net Receipts basis):

Platinum Tier Tracks

Product offering:

File format:

Availability:

Grant of Rights in the Beat:

Customer’s Obligations:

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

Share of master recording income (calculated on a Net Receipts basis):

Black Tier Works

Product offering:

File format:

Availability:

Grant of Rights in the Beat:

Customer’s Obligations:

Share of music publishing royalties (including publisher’s and/or writer’s share of public performance royalties):

Share of master recording income (calculated on a Net Receipts basis):

Diamond Tier Works

Terms &
Conditions