Uppbeat User Agreement & Content Usage Policy

We are Music Vine Limited (t/a Uppbeat) of Tailors Corner, 1 Thirsk Row, Leeds LS1 4DP, United Kingdom.  This Agreement sets out the terms and conditions on which you use the Platform and are thereby granted licenses to use the Content.  By creating an Uppbeat account, you confirm that you accept this Agreement and that you agree to comply with it in full. We may update this policy from time to time, so please check this page occasionally to ensure you are happy with any changes.

1. Definitions

Content: The Free Content and (in the case of Paid Subscribers) the Paid Content.

Contributor: In respect of each piece of Content, our licensor (such as the writer(s) or publishers and performing artist(s), producer(s) or record label).

Credit: In respect of each piece of musical Content, the credit provided by us to you on Content download from the Platform which must be used in conjunction with all uses of such Content by Free Users.

Free Account: A free subscription to the Platform.

Free Tracks: The master sound recordings, together with the underlying musical works (including any lyrics) that are embodied in such master sound recordings, which are made available to Paid Subscribers and Free Users via the Platform.

Free User: A person who subscribes to a Free Account.

IP Rights: All intellectual property rights (including copyright and neighbouring rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, confidential information), in each case whether registered or unregistered, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Micro Organisations: Businesses or organisations with 5 employees or less.

Paid Advertising: Any material created by you or on your behalf with paid distribution and with the sole function of promoting a product or service.  

Permitted Distribution: The means by which you may distribute the Permitted Media, namely: (i) open distribution platforms (such as YouTube, Instagram, Facebook, Patreon, Twitch etc) where the material is directly published by you (or by a client for whom you have produced the material) for public or private, free or paid consumption on the respective platform itself; (ii) private websites specifically owned and/or operated by you or a third party client for whom the material was created; (iii) free or paid podcast or e-course files made available for download; (iv) any public events at which any of the aforementioned methods may subsequently be exposed subject to acquisition of the necessary public performance rights, where applicable; (v) any web-based game or application which can be downloaded and distributed online, for free or paid consumption.

Permitted Material:  The nature of material created by you or on your behalf in which you may use the Content, namely: (i) not being Paid Advertising (unless you hold a Paid Subscription to Uppbeat Business); (ii) not being defamatory, discriminatory, obscene, promoting hatred, violence or cruelty, involving adult material (unless expressly agreed by us via separate written agreement), or intimidating or humiliating any person; (iii) not infringing the rights of any third party; (iv) not being unlawful or fraudulent or having any unlawful or fraudulent purpose or effect and (v) not being for the purpose of music listening only.  Your material may include affiliations or sponsorships.  If you are a Free User, you must be an individual or a freelancer and you may use the Content only in material published by yourself. If you are a Paid Subscriber to Uppbeat Premium, you must be an individual or an organisation that has 5 employees or less, and you may only use the Content in material published by yourself or your organisation. If you are a Paid Subscriber to Uppbeat Business, you may be an organisation of any scale and may use the Content in material that will be published by a third party client.

Permitted Media: The type of Permitted Material, namely: (i) videos; (ii) audio (such as podcasts); and (iii) live streaming; (iv) online games or applications.

Platform: Our Uppbeat-branded music sub-licensing platform.

Paid Content: The master sound recordings, together with any underlying musical works (including any lyrics) that are embodied in such master sound recordings, which are made available to Paying Subscribers (and not to Free Users) via the Platform.

Paying Subscriber: A person who subscribes to a Paid Subscription.

Paid Subscription: A paid-for subscription to the Platform.

Paid Subscription Fee: The fee payable by Paid Subscribers for Paid Subscriptions.

Term: The duration of this Agreement as further detailed in clause 2.

Tracks: The Free Tracks and (in the case of Paid Subscribers) the Premium Tracks.

Uppbeat Premium: The specific Paid Subscription product available to individuals and Micro Organisations on Uppbeat. 

Uppbeat Business: The specific Paid Subscription product available to organisations of any scale on Uppbeat.

2. Term

2.1   The Term will start on either the date of opening of your Free Account, or the date of first payment of your Paid Subscription, whichever is sooner or applicable.

3. Platform

3.1   We own, control and operate the Platform.  

3.2   We may update and change the Platform from time to time to reflect changes to our content (including the Content) and our users’ needs.  We will try to give you reasonable notice of any major changes.

3.3   We do not guarantee that the Platform, or any content (including the Content) on it, will always be available or be uninterrupted.  We may suspend or withdraw or restrict the availability of all or any part of the Platform for business and operational reasons.  This may include the removal of Content at any time.

3.4   Although we make reasonable efforts to update any informative content on the Platform, we make no representations, warranties or guarantees, whether express or implied, that any such content on the Platform is accurate, complete or up to date.

3.5   You are responsible for configuring your information technology, computer programmes and platform to access the Platform.  You should use your own virus protection software.

3.6   In respect of YouTube use of musical Content, we require that you follow all of our directions (including use of the Credit (where appropriate) to eliminate copyright claims.  Although we use all reasonable efforts to ensure that you do not experience any copyright claims, we make no representations, warranties or guarantees, whether express or implied, that no such copyright claims will be experienced by you.

4. Grant of Rights

4.1   In consideration of the mutual promises contained in this Agreement (the sufficiency of which both you and we hereby acknowledge) and subject to clause 4.3, we grant you for the Term (if you are a Paid Subscriber or a Free User) a non-exclusive worldwide licence to use the Free Tracks in Permitted Material in Permitted Media to be distributed by Permitted Distribution

4.2   If you are a Paid Subscriber, in consideration of your full payment of the Paid Subscription Fee and subject to clause 4.3, we grant you for the Term of your Paid Subscription a non-exclusive worldwide licence to use the Paid Content in Permitted Material in Permitted Media to be distributed by Permitted Distribution.

4.3   If you are a Free User, you must ensure that the appropriate Credit is given whenever you use any musical Content. This is a material term of this Agreement.

4.4   Subject to your full compliance with this Agreement, notwithstanding the end of the Term, you may continue to use any Content in your Permitted Material in Permitted Media by Permitted Distribution provided that the first Permitted Distribution of such Permitted Content took place during the Term.

4.5   All rights not expressly set out above are hereby reserved.  In particular, you shall have no rights to use our name, logos or other IP Rights, or the names, logos, photographs, likenesses, biographies or other IP Rights of the Contributors of the Content, for any purposes whatsoever.

5. Your Use of the Content

5.1   Expressly for the purpose of synchronising any Content effectively to Permitted Material, the Content may be modified only as follows: (i) restructuring and cutting; (ii) looping a certain section; (iii) using stems to construct an alternative arrangement; (iv) applying reverb or other effects to emulate environmental or playback conditions; and (v) applying minimal effects or audio clips.

5.2   While modifications may be made and the structure of the music may change, the original Content must remain distinctly recognisable. It is not permitted for modifications to be made that may be (in our reasonable opinion) detrimental to the Content or that change the style or arrangement of the Content in any other way. 

5.3   You may not resell any Content (or otherwise make it available) as your “product”, as your music or as your song, even if it has been transformed or edited, or if you add other instruments or vocals to the music.  This is called a "Derivative Work".  Notwithstanding any variations or arrangements made to the Content, our Contributors will always own the copyright in the Content and in any Derivative Work.

5.4   You acknowledge and agree that we own or control all IP Rights in our name, logo and other IP Rights.  You further acknowledge and agree that our Contributors retain ownership of all their names, logos, photographs, likenesses, biographies and other IP Rights in the Content (and, where relevant, those of the writers or performing artists on the Content). You must not claim ownership of any Content through YouTube's Content ID, even if synchronised with your own Permitted Material.  You may not sell, transfer, share, give away or otherwise make any Content available to any other party except in accordance with this Agreement and, in particular, you may not resell any Content (or otherwise make it available) as part of any competing platform such as a music compilation or music library. 

5.6  With exception to Paid Advertising (unless you are a Paid Subscriber to Uppbeat Business), full and unrestricted clearance is hereby granted explicitly for the incidental inclusion of the Content in third party material (for example, a showreel or news feature) as a result and in the sole format of exhibiting or featuring an extract of the original content.

6. Abuse Prevention Measures

6.1   All paid subscribers are entitled to unlimited downloads of the Content. However, as a measure to prevent abuse, when you reach 500 downloads per paid month of your subscription, downloads will be paused and you’ll be prompted to contact Uppbeat Support where you can request to resume downloads once Uppbeat verifies that your use of the Content is in accordance with this agreement. 

6.2   All downloaded Content must be synched to your Permitted Material whilst holding an active subscription. It is not permitted to use previously downloaded Content once a subscription has ended. By downloading Content, you are licensing it for a single use in Permitted Material and Permitted Media in accordance with this agreement. It is not permitted to download and stockpile Content for future use outside of the subscription period.

6.3 It is not permitted to run scripts or automations to download the Content.

7. Your Account Details

7.1   You must treat your account login details as confidential.  You must not disclose them to any third party.  Access to your account must not be given to third parties.  This is a material term of this Agreement.

7.2   We have the right to disable any account logins at any time if in our reasonable opinion you have failed to comply with any of the provisions of this Agreement.

7.3   If you know or suspect that anyone other than you knows your user identification code or password, you must notify us promptly by email.

8. Payment and Cancellation

8.1   The following provisions apply if you are a Paid Subscriber:

8.1.1   You may make payments by any of the methods accepted by us from time to time, which may include payment through a third party such as Stripe. You may update your chosen payment method on your "Account" page of the Platform.  Following any update, you authorise us to charge the chosen payment method.

8.1.2   You will be charged by your chosen payment method on the billing date and at the frequency set out on your "Account" page of our Platform.  Unless you cancel your account by deactivating autorenew at least 24 hours before your next billing date, you authorise us to charge the fee for the next billing cycle to your payment method.

8.1.3   If we do not receive any payment when due, we may suspend your access to the Paid Content until we have received payment in full.  In respect of some payment methods, the issuer may charge you certain fees, including foreign transaction fees (if applicable) or other fees relating to the processing of your payment.  Please check with your payment method service provider for details.

8.2   If you are a Paid Subscriber or Free User, you can cancel your account with us at any time.  If you are a Paid Subscriber, your access to Paid Content will continue until the end of your billing period during which you cancel your account.  Payments are non-refundable, and we do not offer credits or refunds in respect of any partial billing periods.  To cancel your account, go to the "My account" page of the Platform and deactivate the contract 'auto-renew'.  If you are a Paid Subscriber, your account will be cancelled at the end of your billing period in which you cancel and we will take no further payments from you.  

8.3   We may, by notice in writing to you, change our charges in respect of Paid Subscriptions from time to time.  Changes in our charges will apply from the start of the billing period following our notice to you of the change.

9. AI Playlist Generator

9.1   Age Requirement: In order to use the AI Playlist Generator feature ("AIPG"), you must be at least 13 years old. If you are under the age of 18, you must obtain permission from your parent or legal guardian to use the AIPG. By using the AIPG, you affirm that you meet the age requirement and have obtained the necessary parental or guardian consent, if applicable.

9.2  Country Restrictions: If you are located in a country where the use of ChatGPT is prohibited or banned, you are not permitted to use the AIPG. To determine the list of permitted countries, please refer to the official documentation at the following URL: https://platform.openai.com/docs/supported-countries. OpenAI reserves the right to deny access to the AIPG based on your geographical location or any other factors that indicate a violation of applicable laws or regulations.

10. Third Party Infringement

10.1   We make all reasonable efforts to ensure that you may use any Content in accordance with this Agreement. However, where we receive notice that any Content may be infringing the rights of a third party for which we or the Contributor may be liable, we are entitled to require you to immediately cease using such Content, delete such Content from your computer systems and storage, and ensure that all Permitted Material that includes such Content (in whole or in part) is removed from Permitted Distribution.  For the avoidance of doubt, the foregoing provisions do not relate to YouTube Content ID claims.

10.2   You must notify us immediately by email giving full particulars if any of the following matters come to your attention: (i) any actual, suspected or threatened infringement of any IP Rights in the Content; (ii) any communication received which alleges that any Content infringes the rights of any third party; or (iii) any other form of attack or charge to which any Content may be subject. 

10.3   In respect of any of the matters listed in above: (i) we will, at our absolute discretion, decide what action to take, if any; (ii) we will have exclusive control over, and conduct of, all proceedings; (iii) you will not make any admissions other than to us and will provide us with all assistance that we may reasonably require in the conduct of any proceedings; and (iv) we will bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for our own account. 

10.4   The provisions of sections 101 and 101A of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction) are expressly excluded.

11.  Limitation of Liability

11.1   Whether you are a consumer or a business user, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

11.2   If you are using the Platform as a business or organisation:

11.2.1   we exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it (including the Content); and

11.2.2   we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, the Platform or the Content.  In particular, we will not be liable for: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, goodwill or reputation; or (v) any indirect or consequential loss or damage.

11.2.3   we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

12. Warranties and Indemnity

12.1   You warrant and represent that: (i) you will comply with the terms of this Agreement in full; and (ii) any Permitted Material you distribute will comply with the standards set out in this Agreement.  You will be liable to us and indemnify us for any breach of these warranties and representations.  This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty or representation.

13. Termination

13.1   Either you or we may terminate this Agreement immediately by serving written notice on the other if the other: (i) commits a material breach of this Agreement and does not remedy such breach within seven (7) days of a breach notice being served (email to suffice); or (ii) is declared bankrupt or is wound up (save for a solvent winding-up as part of a corporate reorganisation).

14. General

14.1   No one other than a party to this Agreement shall have any right to enforce any term of its terms.

14.2   Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

14.3   We may assign, transfer, mortgage, charge or deal in any other manner with this Agreement or any or all of our rights hereunder to any third party. You may not assign, transfer, mortgage, charge or deal in any other manner with this Agreement or any of your rights and obligations under or arising out of this Agreement or otherwise dispose of the benefit of this Agreement without our prior written consent.

14.4   This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

14.5   This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

This Agreement has been entered into on the date that you first opened your Uppbeat account.