Terms and conditions of use
These terms and conditions shall govern your use of our website.
By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.
If you register with our website, submit any material to our website or use any of our website services, we will ask you to expressly agree to these terms and conditions.
Copyright (c) 2017 Mirai s.r.o.
Subject to the express provisions of these terms and conditions:
- we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
- all the copyright and other intellectual property rights in our website and the material on our website are reserved.
Licence to use website
- view pages from our website in a web browser;
- download pages from our website for caching in a web browser;
- print pages from our website; and
- use our website services by means of a web browser,
subject to the other provisions of these terms and conditions.
Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.
You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes.
Unless you own or control the relevant rights in the material, you must not:
- republish material from our website (including republication on another website);
- sell, rent or sub-license material from our website;
- show any material from our website in public;
- exploit material from our website for a commercial purpose; or
- redistribute material from our website.
Notwithstanding Section 3.4, you may redistribute our newsletter in print and electronic form to any person.
We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.
For the avoidance of doubt, the provisions of this Section 3 shall not apply to the use of the digital products that are available through our websites; those digital products shall be subject to separate licensing terms, detailed below.
You must not:
- use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;
- use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
- conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
- access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;
- violate the directives set out in the robots.txt file for our website; or
- use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).
You must ensure that all the information you supply to us through our website, or in relation to our website, is your own creation, true, accurate, complete and non-misleading. You must have the rights to license the items you upload, either because they are your own original content, or because you have a license that grants you permission to resell any third-party assets included with your item. Item which you supply/submit cannot be registerd in any Performance Rights Organisation (PRO).
Use on behalf of organisation
If you use our website or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
- yourself; and
- the person, company or other legal entity that operates that business or organisational project,
to these terms and conditions, and in these circumstances references to “you” in these terms and conditions are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.
Buyer registration and accounts
This Section 6 applies to buyers and prospective buyers.
To be eligible for a buyer account on our website under this Section 6, you must be at least 18 years. If you’re under 18 you will need to get a parent or guardian to buy items as a Guest or use the account of a parent or legal guardian who is eligible for buyer account (is at least 18 years of age), with their permission, and this adult will be responsible for all your activities.
To be eligible for browsing on our website you must be at least 13 years.
You may register for a buyer account with our website by completing and submitting the account registration form on our website.
Seller registration and accounts
This Section 7 applies to sellers and prospective sellers.
You may register for a seller account after filling basic information about yourself and your portfolio. Then we give you access to registration link where you may register for a seller account with our website by completing and submitting the become an author registration form on our website, and clicking on the verification link in the email that the website will send to you.
User login details
If you register for an account with our website, you will be asked to choose an email and password.
You must keep your password confidential.
You must notify us in writing immediately if you become aware of any disclosure of your password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
Cancellation and suspension of account
- suspend your account;
- cancel your account; and/or
- edit your account details,
at any time in our sole discretion without notice or explanation, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, we will refund to you a pro rata amount of your payment, such amount to be calculated by us using any reasonable methodology.
You may cancel your account by sending email to firstname.lastname@example.org and we will cancel your account. Afterwards we send you confirmation that your account has been cancelled. You will not be entitled to any refund if you cancel your account in accordance with this Section 9.2.
Services for sellers
Subject to the other provisions of these terms and conditions, we shall provide the following services to sellers:
- enabling sellers to create, publish and manage portfolio on our website;
- delivering digital products to customers; and
- we price the items which has been submitted by the seller
- processing payments from buyers on behalf of sellers, holding those payments in our accounts, and sending agreed commissions from those payments to sellers in accordance with the schedule specified on our website.
We shall be responsible for issuing invoices and/or receipts (including VAT invoices and/or receipts) to buyers on behalf of sellers. We will calculate VAT due and issue such invoices and receipts in accordance with applicable law. The seller acknowledges that applicable VAT rates may vary and agrees that we may adjust digital product prices accordingly. In respect of buyers of digital products that are consumers in the European Union and buyers falling within any other categories that we notify to you from time to time, we will collect and remit the VAT to the relevant tax authorities as if we were contracting to supply the digital products. Save as expressed in this Section 10.2, the seller and/or the buyer shall be responsible for the collection and remittance of VAT to the relevant tax authorities in accordance with applicable law.
If you register with our website as a seller, you will be able to submit listings to the website.
To create a listing on our website, you should take the following steps:
1) Register as an author on our website
2) Add products to your portfolio through author dashboard or use our bulk upload when you contact us on email@example.com.
Listings that are submitted will be individually reviewed as soon as possible, but there is no garantee timeline to which we are entitled to review submission.
Without prejudice to our other rights under these terms and conditions, we reserve the right to reject, unpublish and/or delete any listings that breach these terms and conditions or that do not meet any additional guidelines for listings published on our website; and if we reject, unpublish or delete a listing for any of these reasons, we will not refund any fees you may have paid to us in respect of the listing.
If we permit the publication of a listing, it will remain published on our website indefinitely unless you delete it, subject to these terms and conditions.
Listings submitted to our website must be true, fair, complete and accurate in all respects.
You must keep your listings up to date using our website interface; in particular, you must remove any listings in respect of products that have ceased to be available.
We price the listings on your behalf. But you can request price change at firstname.lastname@example.org.
Digital product rules
The only products that may be the subject of a listing on our website are digital products falling within the royalty free music category.
Our website is based on a royalty-free stock model. This means that when you sell a listing on our marketplace, you’re granting the buyer a license to use that file in certain ways, but you retain ownership of the item and can sell as many licenses as you want. Once you upload a listing, it can be purchased ten times, a hundred times… there is no limit!
You must not use our website to advertise, buy, sell or supply services or physical products.
You must not advertise, buy, sell or supply through our website any digital product that:
- breaches any law, regulations or code, or infringes any person’s intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law;
- consists of or contains material that would, if published on our website by you, contravene the provisions of Section 4 or Section 19; or
- you do not own or do not have the rights to license.
Digital products which you can submit and sell as listing:
(a) are your own original content, or you have a license that grants you permission to resell any third-party assets included with your listing;
(b) are not registered in Performance Rights Organisation (PRO). If you do not know what is PRO, then it is highly likely that your music is not registered in any of the PRO.
(c) have acceptable quality;
(d) matches description;
(e) should be appropriate for commercial sale.
Marketplace contracting process
You agree that a contract for the sale and purchase of a digital product or products will come into force between our marketplace and another registered website user, and accordingly that you commit to buying or selling the relevant digital product or products, in the following circumstances:
- a buyer must add the digital products he or she wishes to purchase to the shopping cart, and then proceed to the checkout;
- if the buyer is a new user, he or she can continue as Guest and new user account will be created with the details specified on checkout page; otherwise, the buyer must enter his or her login details;
- once the buyer is logged in, he or she must confirm the order and his or her consent to these terms and conditions and any other applicable terms and conditions;
- payment service provider will handle the buyer’s payment to the seller; buyers must submit payment in full via credit, debit card or PayPal;
- the website will then send to the buyer an order confirmation, at which point the contract between the buyer and our marketplace will come into force; and
- the website then sends agreed commissions from those payments to sellers in accordance with the schedule specified on our website.
Digital product terms and conditions of supply
A seller must ensure that:
- the seller’s legal notices are sufficient to meet the seller’s legal disclosure obligations and other legal obligations; and
- the seller complies with all laws applicable to their product listings and sales, including where applicable the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Electronic Commerce (EC Directive) Regulations 2002.
Except to the extent that a buyer and seller expressly agree otherwise (but subject to the mandatory requirements of applicable law), the following provisions will be incorporated into the contract of supply between the buyer and the seller:
- the price for a digital product will be as stated in the relevant digital product listing;
- the price for a digital product will be always in $; US dollar (USD) currency;
- the buyer must pay any VAT due in accordance with applicable law;
- deliveries of digital products shall be made via links on our website promptly following the contract coming into force;
- the seller warrants to the buyer that the seller has the right to supply the digital products to the buyer; and
- digital products must be of satisfactory quality, and must be fit for any purpose specified in, and conform in all material respects to, the digital product listing and any other description of the digital products supplied or made available by the seller to the buyer.
Except to the extent that a buyer and seller expressly agree otherwise (but subject to the mandatory requirements of applicable law), the following provisions will govern the use of the digital products supplied by the seller to the buyer, and shall form a part of the contract between the buyer and the seller:
- the seller hereby grants to the buyer from the date of supply of the digital product a worldwide non-exclusive licence to download, store and use the digital product on devices, subject to the following prohibitions;
- the buyer can edit, adapt and modify the digital product;
- the buyer can publish, broadcast and publicly display the digital product as far as license allows him;
- the buyer must not distribute, sell, rent, sub-licens, except to the extent that applicable law so permits on a mandatory basis;
- the buyer may use the digital product only for the buyer’s purposes;
- the licence shall automatically terminate in the event that the buyer uses the digital product outside the scope of the licence or breaches any contractual obligation owed to the seller; but, otherwise, the licence shall continue in force indefinitely.
Both buyers and sellers undertake to comply with the agreed terms and conditions of supply.
Marketplace is paying commission in respect of each sale made through our website to Author. Commission are paid to Authors once a month; we create invoice on behalf of Author which will be used for our accounting purposes and Author is responsible to account this invoice and act accordingly his/her local tax responsibilities.
If we are required by applicable law to make any withholding tax deductions to payments made by us to a seller or processed by us on behalf of a seller under these terms and conditions, we shall remit those deductions to the relevant government or taxation authorities. We shall provide written evidence of any such tax payments to the seller. The seller must reimburse us in respect of such tax payments and, without prejudice to our other rights under these terms and conditions, we may deduct an amount equal to any such tax payments from payments due to the seller under these terms and conditions.
Promptly following receipt of a written request from us, you must supply to us any information and documentation that we may reasonably request in order to identify you or facilitate our compliance with our legal obligations relating to the taxation of payments made to you or processed by us under or in relation to these terms and conditions. We may supply such information and/or documentation to relevant government and taxation authorities.
We may vary commission rates from time to time by posting new rates on our website with at least 30 days notice to already registered Authors, but this will not affect any liability to pay commission that accrues before the new rates are posted.
On our website are sold only digital content and given the nature of it, a refund on a purchase is not granted unless one of the digital product rules given by the Author in section 12 has been breached, or a refund is required under our Refund Policy or other relevant consumer protection laws. If you would like to request a refund please send us email to email@example.com.
There is no obligation to refund in situations like the bellow:
(a) You do not want an listing after you’ve purchased it;
(b) The an listing did not meet your expectations;
(c) You change your mind;
(d) You bought an listing by mistake;
(e) You do not have sufficient expertise to use the listing;
(f) you cannot longer download the listing because it has been removed (we recommend to you download listing as soon as you buy it to avoid this situation)
If you dispute any payment made from us, you must contact us immediately and provide full details of your claim.
If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.
We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
You acknowledge that:
- we do not confirm the identity of website users, check their credit worthiness or bona fides, or otherwise vet them;
- we do not check, audit or monitor the information contained in listings;
- we are not party to any licence of digital products or any contract for the sale, purchase and/or licensing of digital products advertised on the website;
- we are not the agents for any buyer or seller,
and accordingly we will not be liable to any person in relation to the offer for sale, sale, purchase or licensing of any digital products advertised on our website; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale, purchase or licensing of any digital products and we will have no obligation to mediate between the parties to any such contract.
The provisions of this Section 17 are subject to Section 22.1.
Your content: licence
In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, audio-visual material, and files) that you submit to us or our website for publication on our website, providing that “your content” shall not include any digital product that is made available on our website except to the extent stated otherwise in these terms and conditions.
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to store, publish and sell your content on and in relation to this website.
You grant to us the right to bring an action for infringement of the rights licensed under Section 18.2.
You may edit your content to the extent permitted using the editing functionality made available on our website.
Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.
Your content: rules
You warrant and represent that your content will comply with these terms and conditions.
Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
Your content, and the use of your content by us in accordance with these terms and conditions, must not:
- be libellous or maliciously false;
- be obscene or indecent;
- infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
- infringe any right of confidence, right of privacy or right under data protection legislation;
- constitute negligent advice or contain any negligent statement;
- constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
- be in contempt of any court, or in breach of any court order;
- be in breach of racial or religious hatred or discrimination legislation;
- be blasphemous;
- be in breach of official secrets legislation;
- be in breach of any contractual obligation owed to any person;
- depict violence in an explicit, graphic or gratuitous manner;
- be pornographic, lewd, suggestive or sexually explicit;
- be untrue, false, inaccurate or misleading;
- consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
- constitute spam;
- be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
- cause annoyance, inconvenience or needless anxiety to any person.
Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
You must not use our website to link to any website or web page consisting of or containing material that would, were it posted on our website, breach the provisions of these terms and conditions.
You must not submit to our website any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
If you learn of any unlawful material or activity on our website, or any material or activity that breaches these terms and conditions, please let us know.
If you believe that anyone on the Audio Packet has copied one of your items or is otherwise infringing upon intellectual property rights, please report this behavior.
You can let us know about any such material or activity by email us to firstname.lastname@example.org.
We do not warrant or represent:
- the completeness or accuracy of the information published on our website;
- that the material on the website is up to date; or
- that the website or any service on the website will remain available.
We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.
To the maximum extent permitted by applicable law and subject to Section 22.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.
Limitations and exclusions of liability
Nothing in these terms and conditions will:
- limit or exclude any liability for death or personal injury resulting from negligence;
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under applicable law; or
- exclude any liabilities that may not be excluded under applicable law,
and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.
The limitations and exclusions of liability set out in this Section 22 and elsewhere in these terms and conditions:
- are subject to Section 22.1; and
- govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.
We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.
You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions.
Breaches of these terms and conditions
Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
- send you one or more formal warnings;
- temporarily suspend your access to our website;
- permanently prohibit you from accessing our website;
- commence legal action against you, whether for breach of contract or otherwise; and/or
- suspend or delete your account on our website.
Where we suspend or prohibit your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition (including without limitation creating and/or using a different account).
Third party websites
Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.
We have no control over third party websites and their contents, and subject to Section 22.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.
Our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.
The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
We may revise these terms and conditions from time to time.
The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
If you have given your express agreement to these terms and conditions, then unless a revision of these terms and conditions is reasonably required in order to ensure that we comply with applicable law. We will take reasonable steps to let you know about the changes. You can also keep track of whether changes have been made to our terms by referring to the effective date at the bottom of the terms and condition. You can close your Account and terminate your agreement with us at any time if you do not agree to the changes. However, if you continue to use our website after the changes are made, then you will be agreeing to the changes.
You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Third party rights
A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.
Law and jurisdiction
These terms and conditions shall be governed by and construed in accordance with Slovakian law.
Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Slovakia.
Statutory and regulatory disclosures
We will specify on the website or elsewhere in these terms and conditions the different technical steps you must follow to conclude a contract under these terms and conditions, and also the technical means for identifying and correcting input errors prior to the placing of your order.
We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.
These terms and conditions are available in the English language only.
We are registered in Obchodný register Slovenskej republiky; you can find the online version of the register at http://www.orsr.sk/
, and our registration number (IČO) is 51 155 770.
Our VAT number is SK2120609920.
This website is owned and operated by Mirai s.r.o.
We are registered in Slovakia under registration number 51 155 770, and our registered office is at Karpatská 4, Banská Bystrica 974 11, Slovakia.
You can contact us:
- by post, using the postal address given above; or
- by email, using the email address published on About Us page.
Effective date: May 1, 2018.