This document constitutes the agreement binding you to The Queen Is Dead Records (French non-profit association under the Law of 1901, SIRET 821 442 571 00013) whenever you use the digital distribution services offered by The Queen Is Dead Records and visit its website (https://www.distribution-tqidr.com/).

 

The Queen Is Dead Records does not offer subscriptions and reserves the exclusive right, at any time, to make non-retroactive changes to its offers: to modify its pricing schedule or discontinue a service. It is your responsibility to check for changes to the offers available between two distributions.

 

The Queen Is Dead Records reserves the right to amend and update these Terms and Conditions of Service. The Terms and Conditions of Service in force at the time you use the website and the services are those that are binding upon you.

 

From the moment the invoice is paid, which constitutes acceptance of the agreement, you agree to be bound by the Terms and Conditions of Service. You may not modify the terms and conditions contained in the Terms and Conditions of Service without the express written consent of The Queen Is Dead Records.

Payment of the invoice triggers the process of sending your music for digital distribution. Accordingly, if you do not make payment, no digital distribution will be carried out. If non-payment is identified after digital distribution has taken place, The Queen Is Dead Records reserves the right to order the removal of your music from all streaming platforms and to cease responding to your requests.

 

YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY THE QUEEN IS DEAD RECORDS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY THE QUEEN IS DEAD RECORDS.

 

 

 

**1. CONTENT OF SERVICES**

(a) The Queen Is Dead Records carries out, among other activities, digital distribution of music  to streaming platforms (including, without limitation, Spotify), digital stores (including, without limitation, Amazon), music recognition services (including, without limitation, Shazam), and applications that allow music to be added to your posts (such as Instagram). Any mixing, mastering, or other form of audio processing service will require an additional charge.

(b) Music digitally distributed by The Queen Is Dead Records is delivered to a list of platforms that may change over time, within a geographical area that may be subject to restrictions beyond the control of The Queen Is Dead Records.

I. Music submitted to The Queen Is Dead Records for digital distribution will be made available on the following platforms:

Adaptr, Amazon, Anghami, Apple Music & iTunes, Audiomack, AWA (Japan), Boomplay (Africa), ClaroMusica, Deezer, Facebook (stories), Flo, iHeart Radio, Instagram (stories), JioSaavn (India), JOOX, Kanjian (China), KKBOX, Kuaishou, Medianet/Audible, Mixcloud, Napster, Netease (China), Pandora, Peloton, Pretzel, Qobuz, Shazam, Slacker Radio, Spotify, Tencent (QQ Music, Kugou, Kuwo), Tidal, TikTok, Trebel, Triller, Youtube Music, Youtube Video.

II. Distribution on Beatport requires an additional payment. In addition, you must meet 4 criteria:
- your music must fall within an ELECTRO genre
- you must provide a 3000 x 3000 pixel image of your label (or of your band, if you are an independent artist)
- you must not have any other music distributed by another digital distributor. If you do, you must entrust The Queen Is Dead Records with all music published under that pre-existing profile.

III. You may not refuse distribution of your music to one or more of the platforms referred to in section 0(b)I above.

IV. You may choose the geographical areas (countries) covered by the digital distribution, while understanding that such a geographical restriction may result in a potential decrease in the number of streams and downloads of your music.

V. The platforms referred to in section 0(b)I above may permanently or temporarily cease any activity relating to a country for economic, geopolitical, or other reasons.

(c) Release Pages and Artist Profiles billed as optional extras are pages using the domain name *tqidr.com*. Under no circumstances does The Queen Is Dead Records undertake to update profiles hosted by third-party platforms, whether streaming platforms or otherwise. The Queen Is Dead Records does, however, undertake solely to assist the artist with these procedures by answering questions during the various processes involved.

(d) Release Pages and Artist Profiles billed as optional extras are pages using the domain name *tqidr.com*. Under no circumstances does The Queen Is Dead Records undertake to update profiles hosted by third-party platforms, whether streaming platforms or otherwise. The Queen Is Dead Records does, however, undertake solely to assist the artist with these procedures by answering questions during the various processes involved.

(e) Personal information relating to digitally distributed releases can be viewed through the interface of a private user account, except during maintenance periods, or simply requested at contact@distribution-tqidr.com.

I. Streaming statistics for each streaming company can be viewed on their dedicated platforms: Spotify for artists, Apple Music for Artists, Deezer for Creators, or Amazon for Artists (non-exhaustive list). The Queen Is Dead Records has no affiliation with these platforms and cannot contact them on behalf of a third party.

II. If the dedicated platforms referred to above experience a malfunction that prevents you from viewing your statistics, The Queen Is Dead Records accepts no liability but may provide those statistics, within the limits of its capabilities.

III. Royalties (income generated by streaming) are generally updated quarterly, but this depends on each streaming provider, none of which is subject to any transparency or timing obligations towards the distributor. This information is available upon request at contact@distribution-tqidr.com.

IV. The service is limited to distributing content to partner platforms.

It does not include continuous supervision, real-time monitoring, or proactive intervention on the platforms.

Accordingly, the user remains responsible for monitoring the availability of their content on the platforms.

 

 

**2. GRANT OF RIGHTS**

 

 

(a) The rights granted hereunder include the sale of Recordings (as defined in section 2 below), without limitation, through permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, Cloud services and so-called “on-demand disc” services. You and The Queen Is Dead Records agree that you approve the Internet music platforms (“Music Platforms”) (for example, Apple Music, Amazon, Spotify, Rhapsody) authorised to exploit your Recordings hereunder.

 

(b) By paying the invoice, you irrevocably grant The Queen Is Dead Records, throughout the world (the “Territory”) and for the Term (defined in Section 7 below), on a non-exclusive basis and without additional remuneration other than the royalties provided for in section 4, the right:

 

I. to sell, copy, reproduce, communicate to the public, distribute and otherwise exploit the Recordings by any means and media (whether currently known or developed in the future) (“Sale”) through all Music Platforms currently operating or available in the future;

 

II. to collect all revenue (Net Revenue) arising therefrom; and

 

III. to use the name or names, photographs and likenesses, artwork, biographical information and other materials supplied by you or by the artists whose performances are incorporated into the Recordings, in connection with the Recordings and the general activities of The Queen Is Dead Records.

 

 

(c) You agree not to use the Site or the Services to transmit, route, provide connections to, or store resources that violate copyrights protecting works, or that otherwise infringe or promote the infringement of third-party intellectual property rights. You acknowledge and agree that The Queen Is Dead Records may disable access to your account, terminate your account and/or remove or disable access to any Recording or related material that you submit to The Queen Is Dead Records if it receives a claim which, if substantiated, confirms that you have breached your representations and warranties hereunder.

 

 

(d) You agree not to engage in (or permit, encourage, recruit, retain or employ third parties to engage in, including where you are unaware or not directly involved, if a third party acts on your behalf) activities which, in the sole discretion of The Queen Is Dead Records, constitute streaming manipulation, as defined below.

 

I. “Streaming Manipulation” means any activity or method involving the artificial creation, by human or non-human means, of online or offline plays on audio or audiovisual streaming services, where such plays do not represent bona fide listening or viewing by the end user, initiated by genuine consumers and taking place in the country reporting such manipulation. Streaming Manipulation may involve or include, in particular, increasing, generating or manipulating the number of plays, sales, followers, engagement activity or other key metrics used by the Services or any Music Platform through the use of (A) bots, scripts, viruses, worms or any other computer code, file, program or automated process; or (B) click farms, troll farms, inauthentic accounts, shared account information or virtual private networks. Streaming Manipulation may result from activities carried out in relation to individual Recordings or groups of Recordings in order to artificially improve chart positions, increase market share, increase royalties or other payments, or for any other fraudulent or dishonest purpose.

 

II. You should be aware that Streaming Manipulation may result from the actions of a third party, such as a promotion or marketing company, record label or music distributor, acting on behalf of an artist or on its own behalf. We encourage you to investigate the companies or persons you hire, retain or employ to promote or market your music, as you may be held responsible for Streaming Manipulation carried out by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation carried out by a third party on your behalf or involving your Recordings constitutes a breach of these Terms of Use.

 

III. The factors used to determine whether particular consumption or marketing activity constitutes Streaming Manipulation will vary depending on the specific circumstances of each case, and the examples and descriptions of Streaming Manipulation provided here are not intended to be exhaustive.

 

IV. Some Music Platforms that use your Recordings may also have policies relating to fraud and suspected fraudulent activity, and you agree that it is your responsibility to review and comply with those policies, which are binding upon you hereunder.

 

 

(e) If The Queen Is Dead Records, in its discretion and in good faith, has reason to suspect that your account or your Recordings have been subject to, involved in, or generated revenue from: a breach of the Terms of Use; fraud; infringement of copyright, trademarks, publicity rights or any other intellectual property right; failure to comply with a third-party licensing requirement; or Streaming Manipulation (collectively, “Misconduct”), The Queen Is Dead Records reserves the right (i) to suspend the display of revenue, including Net Revenue or other payments in your account, (ii) to block your ability to withdraw funds from your account until concerns relating to suspicious activities have been resolved to the satisfaction of The Queen Is Dead Records, and (iii) to remove some or all of your Recordings from some or all Music Platforms. You also agree to forfeit such revenue if The Queen Is Dead Records determines, in its discretion and in good faith, that your account or your Recordings have been subject to Misconduct, involved in such conduct, or generated revenue from it.

 

(f) You also agree to the following:

 

I. You agree to provide The Queen Is Dead Records with any information it reasonably requests in connection with its investigation of Misconduct.

 

II. You agree that if a Music Platform notifies The Queen Is Dead Records that one of your Recordings has generated revenue, plays or streams as a result of Misconduct, such notification will constitute sufficient evidence for The Queen Is Dead Records to determine, in good faith and at its discretion, that such revenue or plays are the result of Misconduct.

 

III. If The Queen Is Dead Records determines that your account or your Recordings have been subject to Misconduct, involved in it or generated revenue from it, you agree that all revenue in your account that has been frozen by The Queen Is Dead Records shall be forfeited, whether generated by one or more specific Recordings or by a Music Platform.

 

IV. You agree that The Queen Is Dead Records may determine in good faith that Misconduct has occurred based on streaming or any other activity identical or similar to cases that The Queen Is Dead Records has previously considered to involve Misconduct.

 

V. The fact that The Queen Is Dead Records pays revenue to you does not constitute an acknowledgement by The Queen Is Dead Records that such revenue was not the result of Misconduct.

 

VI. The Queen Is Dead Records is not required to investigate Misconduct until it has frozen the revenue in your account.

 

VII. If The Queen Is Dead Records determines that revenue generated in your account is the result of Misconduct, and such revenue has already been paid to you, you agree to repay that revenue to The Queen Is Dead Records.

 

VIII. You agree that you will not be entitled to a refund of any fees you have paid to The Queen Is Dead Records if The Queen Is Dead Records disables access to your account, your Recordings or any other material you provide to The Queen Is Dead Records, nor to any revenue forfeited by you as stated in the preceding sentence, in connection with Misconduct.

 

IX. To the extent that The Queen Is Dead Records, in good faith and at its discretion, determines that an instance of Misconduct was caused by your acts or omissions or those of your affiliates, or by a third party acting on your behalf or according to your instructions, all costs incurred by The Queen Is Dead Records (including legal fees and expenses) in connection with that instance may, in addition to its other remedies, be deducted by The Queen Is Dead Records from any amounts otherwise payable to you.

 

X. If, in the reasonable business judgement of The Queen Is Dead Records, it decides to engage a lawyer to review potential Misconduct or to review or respond to any third-party allegation concerning Misconduct by you or associated with your account or your Recordings, The Queen Is Dead Records shall be entitled, in its sole discretion, to deduct from your account or charge to any other payment method that you provide to The Queen Is Dead Records (such as a PayPal account, credit card or debit card) (each, a “Payment Method”) that lawyer’s fees, in a minimum amount of five hundred euros (€500), to offset the associated legal fees and expenses. In any event, all costs incurred by The Queen Is Dead Records in defending itself in connection with Misconduct shall be borne by you.

 

 

(g) The Queen Is Dead Records has the right, but not the obligation, to review or monitor any activity and any content that you upload. The Queen Is Dead Records may investigate any complaint or reported violation of its policies and may take any action it deems appropriate. Such action may include, without limitation, issuing warnings, suspending or terminating the service, denying access, or removing any material you have uploaded. You agree that The Queen Is Dead Records reserves the right to terminate your account in its sole discretion, for any reason and at any time, including if The Queen Is Dead Records believes in good faith that you have engaged in Misconduct.

 

 

(h) The terms of service of social platforms apply to you if you choose to distribute your Recordings through “Social Platforms” such as Facebook, Twitter, Instagram or any other medium enabling the exchange of information and various, often specific, types of content.

 

 

 

**3. RECORDINGS**

 

 

The term “Recordings” means the sound and audiovisual recordings that you submit to The Queen Is Dead Records at any time. The Queen Is Dead Records, in its sole discretion, reserves the right to reject any material (including, without limitation, Recordings, images or artwork) that you submit. 

 

You agree to submit all Recordings, images and artwork at your own expense, in the format or formats required by The Queen Is Dead Records or the Music Platforms. Technical descriptions of such format or formats will be provided upon request, it being understood that The Queen Is Dead Records reserves the right to convert the audio files of the Recordings if necessary to meet the format or file-size requirements of all Music Platforms. 

 

In addition, The Queen Is Dead Records shall have the right to correct metadata errors in order to meet the requirements of the Music Platform. The Queen Is Dead Records undertakes to deliver your Recordings to the Music Platforms as quickly as possible, with processing times ranging from a few hours to a few days, or even several weeks, so that the relevant Music Platforms may ingest your Recordings and make them available to customers. 

 

In addition, you agree that The Queen Is Dead Records or its suppliers shall have the right to supplement existing artwork as necessary to complete the packaging of on-demand discs. We will endeavour to provide you with approval rights over such artwork, but if you object to any such artwork, your sole remedy shall be to:

(a) provide suitable replacement artwork; or 

(b) request the temporary suspension of delivery of your material in this manner. 

 

Under no circumstances shall The Queen Is Dead Records have any liability to you with respect to the quality, sufficiency or any other aspect of the creation and delivery of such on-demand discs.

 

Once content has been delivered to the platforms, its processing depends exclusively on those third-party services. In the event of a change of distributor, redistribution of the Recordings through a new provider is the artist’s responsibility. The Queen Is Dead Records only removes deliveries made in its name. The artist must then take the necessary steps with the new distributor, including retaining the ISRC codes of the Recordings where possible.
In this respect, certain situations may arise without prior notice, including: the appearance of duplicates, temporary or permanent removal of content, alteration or loss of data (statistics, comments, indexing), and variable processing times. These matters are beyond the control of The Queen Is Dead Records and shall not give rise to any liability on its part.

 

 

 

**4. PAYMENTS AND REMUNERATION**

 

 

(a) Each one-time payment applies to one release only. The term "release" means a musical project published under the same artwork and the same UPC code, regardless of the number of tracks it contains. No price is indexed to the number of tracks included in the release. Only the release format determines the price, together with the Offer level (for remuneration). For example, a 3-track single (one charge) is not equivalent to three 1-track singles (three charges). It is therefore not possible to request a refund, an unbilled release, or any form of compensation on the basis of a previous release whose content did not include the maximum number of tracks.

(b) The Queen Is Dead Records will pay you monetary remuneration in an amount and at a rate consistent with the pricing schedule in force at the time the contractual relationship is established (as defined in section 4(d) below). Net Revenue will be displayed in your personal Distribution-TQIDr account, or provided upon request by email at contact@distribution-tqidr.com,  after it has actually been received by The Queen Is Dead Records from the various platforms and online stores offering your music for streaming or purchase.

(c) Since the amount of this remuneration is calculated on the basis of the amount actually transmitted by the various platforms and online stores offering your music for streaming or purchase, The Queen Is Dead Records accepts no liability if there is any discrepancy between the remuneration actually received and the remuneration calculated by the artist or their representative. The Queen Is Dead Records nevertheless undertakes to assist an artist who may have been disadvantaged by following the procedure of contacting the relevant platform and presenting the accounting issue to it.

(d) “Net Revenue” is defined as the actual revenue received by The Queen Is Dead Records from the Music Platforms, less the advance to be recouped beforehand, the amount of which is specified in the pricing schedule at the time the contractual relationship is established. The advance must be fully recouped for each release before any Net Revenue can be calculated and paid for a release. No remuneration will be paid for a work if its advance has not been recouped. Any tax, fee or other charge related to the sale of your Recordings will be added to your debit. Any objection concerning any accounting statement or any legal action arising from it must be submitted (and any legal proceedings commenced) no later than one (1) year after the date on which the statement was issued, and you hereby waive any longer limitation period that may be provided by law.

 

 

(e) To the extent that you owe amounts to The Queen Is Dead Records under the Terms of Use or otherwise, The Queen Is Dead Records shall have the right to deduct all or part of such amounts from any Net Revenue otherwise payable to you.

 

 

(f) The advance referred to in the pricing schedule, equal to the price deduction resulting in the actual price paid, will be recouped solely through royalties received from the streaming or sale platforms for your music. The Queen Is Dead Records will never ask you for a second compensatory payment, and you will never have to pay more than once per distributed work. Once the advance has been recouped, your credit may not be used to recoup another advance relating to other distributed works, nor may it be used to finance, in whole or in part, the distribution of another work.

 

 

(g) You receive “royalties” (monetary remuneration derived from the digital distribution of your music) only, first, after recoupment of the advance corresponding to the selected offer shown in the pricing schedule at the time the contractual relationship is established and, second, when your credit balance after recoupment of the advance is greater than or equal to twenty-five euros (€25). Your credit balance is the cumulative total of earnings for each release whose advance has been recouped. No release whose advance has not been recouped may contribute to this total. If you wish to remove your music from streaming and sales platforms, thereby terminating the distribution agreement established upon payment of the invoice corresponding to the offer applicable to the work you wish to remove from streaming and sales platforms, The Queen Is Dead Records reserves the right not to pay your credit balance if it is less than or equal to twenty-five euros (€25), in order to cover its administrative costs. If your credit balance is less than or equal to €25, The Queen Is Dead Records may retain it as a closing fee, unless you make an express written request by signed letter (or signed email) within 12 months following the removal.

(h) Once your musical work has been sent for distribution, no refund will be possible, even if your work is rejected by one or more streaming platforms due to an issue with the audio file or its content, an issue with the metadata tags (written information attached to your work), or an issue with the artwork accompanying your work. In return, The Queen Is Dead Records may assist you with the steps required to resolve these issues. The Queen Is Dead Records reserves the right to charge for any action relating to these steps.

(i) Once an ARTIST Page or RELEASE Page has been created, a BEATPORT label has been created, or you have been integrated into The Queen Is Dead Records’ BEATPORT label, no refund will be possible, even if you ultimately consider that you do not need these options. Deletions and removals remain possible at any time, without refund.

 

 

(j) You agree that you will not receive any interest or other gains not provided for by these Terms and Conditions of Service on Net Revenue processed by The Queen Is Dead Records as agent, whether before or after recoupment of the advance. In consideration for your use of the Services, you irrevocably transfer and assign to The Queen Is Dead Records any ownership right you may have in any interest that may accrue on Net Revenue held in the account allocated to you. In addition to or instead of earning interest on this pooled account, The Queen Is Dead Records may receive reductions in fees or expenses charged for banking services by the banks holding your Net Revenue. Finally, no interest is due to you on amounts held prior to payment.

 

 

(k) If you choose to use certain Recordings from your The Queen Is Dead Records catalogue to distribute them free of charge to third parties (through a streaming player, directly on your own Website or otherwise), you agree to be solely responsible for all of the aforementioned third-party payment obligations arising from such deliveries. Without limiting the foregoing, you expressly agree to waive music publishing royalties (if you own or control those rights) or to pay all necessary royalties due to third-party music publishers as a result of such free distribution.

(l) As the service is deemed to have been performed once the content has been sent for distribution, no refund may be requested after delivery.

No compensation may be claimed for effects arising from the operation of third-party platforms.

 

 

 

**5. OBLIGATIONS TO THIRD PARTIES**

 

 

(a) You shall be solely responsible for securing and paying for digital phonorecord delivery, mechanical, public performance and other licences (as applicable) required by the copyright owners of the musical compositions or their representatives in connection with the exercise of rights by The Queen Is Dead Records hereunder, as well as royalties owed to artists, producers or other persons who participated in the creation of the Recordings and any payments that may be required under collective bargaining agreements or any statutory scheme.

 

 

(b) For sales of digital downloads in the United States, your payment generally includes the mechanical royalty for the underlying composition. If you do not own or control the underlying composition or compositions in your sound recording or recordings, you are required to pay those publishing royalties to the person or entity that owns them. Outside the United States, The Queen Is Dead Records usually requires the Music Platforms to obtain and pay for music publishing licences (and such licence fees may or may not be deducted by the relevant Music Platform from the proceeds payable to The Queen Is Dead Records). If a Music Platform outside the United States does not agree to obtain and pay for music publishing licences, The Queen Is Dead Records shall have the right, in its sole discretion, either (i) to refuse to license that Music Platform, or (ii) to assume responsibility for obtaining and paying for the music publishing licences required in connection with sales through that Music Platform, with The Queen Is Dead Records having the right to deduct the licence fees from amounts due to you hereunder. To the extent that The Queen Is Dead Records is required, or elects in its sole discretion, to pay any of the foregoing amounts, such payments shall be deducted from any amounts otherwise payable to you hereunder.

 

(c) To the extent that The Queen Is Dead Records allows you to select certain Recordings from your The Queen Is Dead Records catalogue for free distribution to fans or directly through your own Website, you agree that you shall be solely responsible for all of the aforementioned third-party payment obligations arising from such deliveries.

 

 

 

**6. WARRANTIES, REPRESENTATIONS AND INDEMNITIES**

 

 

(a) You warrant and represent that you are at least eighteen (18) years of age; that you have the full right, power and authority to enter into this agreement and to grant The Queen Is Dead Records all rights specified herein; that all Recordings, including without limitation any sampled third-party material incorporated therein, artwork, metadata, audiovisual material, images and any other material that you provide to The Queen Is Dead Records or that relates to the Recordings, are owned or controlled by you and that their use as described or contemplated herein or on the Site or the websites of the Music Platforms will not infringe the copyright, trademark, publicity or other rights of any person or entity; and that The Queen Is Dead Records shall have the right to exploit them in any manner hereunder, free of adverse claims and without any obligation to make payment of any kind to any person or entity other than the amounts due to you hereunder.

 

 

(b) You shall defend and indemnify The Queen Is Dead Records and its affiliates (including any director, member, officer, employee and other representative) and hold them harmless against all third-party claims, expenses and losses arising from any breach or claim which, if substantiated, would constitute a breach of the foregoing representations and warranties or of any agreement contained in these Terms of Use, including lawyers’ fees and other reasonable expenses.

 

 

(c) The Queen Is Dead Records will promptly notify you of any claim subject to the foregoing indemnification obligation, and you shall defend The Queen Is Dead Records at your expense with counsel approved by The Queen Is Dead Records, such approval not to be unreasonably withheld. If you fail to retain approved counsel, The Queen Is Dead Records may, at its discretion, defend itself at your expense, and you agree that The Queen Is Dead Records may require your participation in such defence as a third party or otherwise, and you hereby waive any objection or claim for compensation in this regard. If a claim is made, The Queen Is Dead Records shall have the right, in its sole discretion, to remove or disable access to the Recordings or any related material that is the subject of the claim, or to withhold payment of any amounts due hereunder in an amount reasonably related to the claim and potential expenses. Settlement of any claim shall be subject to the prior written approval of The Queen Is Dead Records.

 

 

(d) THERE ARE NO REPRESENTATIONS OR WARRANTIES BY THE QUEEN IS DEAD RECORDS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH IN THE TERMS OF SERVICE.

 

 

 

**7. SUBSCRIPTION FEES**

 

 

The Queen Is Dead Records does not charge any subscription fees. No hypothetical revision of prices, services, or the way in which they are provided shall apply retroactively to contractual relationships previously established between the user and The Queen Is Dead Records.

 

 

 

**8. TERM**

 

 

The Terms and Conditions of Service shall apply at all times while you benefit from the Services. These Terms may be terminated at any time by email to contact@distribution-tqidr.com, subject to fifteen (15) days’ notice.

 

 

 

**9. CONFIDENTIALITY**

 

 

You acknowledge and agree that, in connection with negotiations and business transactions with The Queen Is Dead Records, you may become aware of certain otherwise confidential information relating to the activities and business practices of The Queen Is Dead Records. Except to the extent that such information is otherwise generally available to third parties or must be disclosed by law, you agree to keep such information confidential. 

 

You expressly agree that The Queen Is Dead Records shall have the right to provide third parties with information relating to sales of your Recordings hereunder, to compile such information into tables and other comparative information documents, and to distribute it in any manner whatsoever.

 

 

 

**10. OTHER AGREEMENTS**

 

 

You acknowledge that, in connection with the provision of the Services and the payments contemplated herein, The Queen Is Dead Records will be required to enter into certain agreements with various Music Platforms. The selection of such Music Platforms shall be at the sole discretion of The Queen Is Dead Records. You agree that the Terms of Use are subject to all applicable terms of those other agreements entered into by The Queen Is Dead Records with respect to such Music Platforms.

 

 

 

**11. BARCODES AND UNIVERSAL PRODUCT CODES**

 

 

The Queen Is Dead Records may provide you free of charge with barcodes (ISRC) and Universal Product Codes (UPC). They are intended solely for your use and may not be transferred or resold. 

 

 

 

**12. MISCELLANEOUS PROVISIONS**

 

 

(a) The Site and the Services may be used and accessed for lawful purposes only. You agree to comply with all local, state, national and foreign laws, treaties and regulations in connection with your use of the Site or the Services, including in particular applicable common law, all relevant laws, and the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury. In addition, you agree, in particular, not to do any of the following when using or accessing the Site or the Services:

 

I. disable, hack, circumvent or otherwise interfere with the security features of the Site or features that prevent or restrict the use or copying of any content or resources of The Queen Is Dead Records;

 

II. use any metadata, meta tags or other hidden text using the name, trademark, URL or product name of The Queen Is Dead Records;

 

III. upload, submit, post, email or otherwise transmit unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other forms of solicitation;

 

IV. forge the header of any TCP/IP packet or any part of the header information in any message, or use the Site or the Services in any manner to send altered, misleading or false source-identifying information;

 

V. upload, submit, post, email or otherwise transmit, through the Site or the Services, any Recording that, in the discretion of The Queen Is Dead Records, is unlawful, harmful, threatening, obscene, harassing, defamatory or hateful, or that contains objects or symbols of hate, invades the privacy of any third party, contains nudity (including, without limitation, any pornographic or erotic content, or pornography/erotic content involving children), is misleading, threatening, abusive, incites unlawful action, is defamatory, vulgar or violent, constitutes hate speech, or is otherwise objectionable;

 

VI. destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any page available on the Site, the servers or networks connected to the Site or the technical delivery systems of The Queen Is Dead Records’ providers, or violate any requirements, procedures, policies or regulations of networks connected to the Site;

 

VII. attempt to scan, probe or test the vulnerability of any The Queen Is Dead Records system or network, or breach, compromise or circumvent any security or authentication measure protecting and securing the Site or the Services;

 

VIII. attempt to decompile, disassemble, decrypt or reverse engineer any software used to provide the Site or the Services;

 

IX. attempt to search, meta-search or access the Site using any engine, software, tool, agent, device or mechanism other than search software or agents provided by The Queen Is Dead Records or other generally available third-party web browsers (e.g. Internet Explorer, Firefox, Safari), including, without limitation, any software that sends requests to the Site to determine the ranking of a website or web page;

 

X. collect or store personal data concerning other users of the Site or the Services without their express and explicit permission;

 

XI. impersonate or falsely state that you are affiliated with any person or entity, through pretexting or any other form of social engineering, or commit any other type of fraud;

 

XII. use the Site or the Services in a manner not authorised by the Terms of Use; or

 

XIII. instruct or encourage any other person to do any of the foregoing or to breach any of the Terms of Use.

 

 

(b) In its capacity as a digital distribution service provider, The Queen Is Dead Records does not guarantee the exploitation of the Recordings, which will depend on consumer preferences, nor the inclusion or participation of any particular Music Platform. The Queen Is Dead Records reserves the right, in its sole discretion, to refuse to do business with any particular Music Platform. Except as specifically set forth in the Terms of Use, The Queen Is Dead Records has no obligation to you.

(c) The Queen Is Dead Records is subject to an obligation of means. Under no circumstances may it be held liable for malfunctions, removals, alterations, unavailability or loss of data attributable to distribution platforms or any third-party service involved in the distribution chain. No guarantee is given as to the continued availability, visibility or integrity of content after it has been made available online.

(d) The Queen Is Dead Records does not offer a licence agreement and does not engage in any publishing activity (according in particular to the criteria recognised by SACEM or ADAMI) with the artists whose music The Queen Is Dead Records distributes digitally. Accordingly, no licence/publishing agreement will be provided to artists who contact The Queen Is Dead Records in connection with a digital distribution service. The Queen Is Dead Records nevertheless reserves the right to express opinions on music submitted for digital distribution.

 

 

(e) The Queen Is Dead Records shall not be deemed to be in breach of the Terms of Use unless you have given The Queen Is Dead Records notice of the breach and The Queen Is Dead Records has failed to remedy such breach within thirty (30) days following the date on which the notice was received. Under no circumstances shall any breach entitle you to cancel the rights granted hereunder.

 

 

(f) Under no circumstances shall The Queen Is Dead Records, its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, any indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the Site, the Services, The Queen Is Dead Records products or any The Queen Is Dead Records content, whether or not such damages are foreseeable and whether or not The Queen Is Dead Records has been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable territory and, unless otherwise required by mandatory law, the liability of The Queen Is Dead Records is capped at the amount paid for the relevant service and shall not exceed fifty euros (€50).

 

 

(g) The Terms and Conditions of Service shall be governed by and construed in accordance with French law. Any legal action or proceeding arising out of these Terms and Conditions of Service shall be brought exclusively before the French courts, and the parties hereby irrevocably consent to their personal and subject-matter jurisdiction. The parties to this agreement waive their respective rights to a jury trial. If any provision of the Terms and Conditions of Service is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. A party’s failure to enforce any right or provision of these Terms and Conditions of Service shall not be deemed a waiver of such right or provision. You may not assign the Terms and Conditions of Service (by operation of law or otherwise) without the prior written consent of The Queen Is Dead Records, and any prohibited assignment shall be null and void. The Queen Is Dead Records may assign the Terms and Conditions of Service or any rights or obligations hereunder without your consent. The relationship of the parties under the Terms and Conditions of Service is that of independent contractors, and the Terms and Conditions of Service shall not be construed as implying that either party is the agent, employee or joint venturer of the other. You agree that the Terms and Conditions of Service and the rules, restrictions and policies contained herein, and their enforcement by The Queen Is Dead Records, are not intended to confer and do not confer any rights or remedies upon any person other than you and The Queen Is Dead Records. The Terms and Conditions of Service, together with The Queen Is Dead Records’ rules and policies, constitute the entire agreement between The Queen Is Dead Records and you with respect to the subject matter hereof. All notices or other communications required to be given hereunder shall be in writing and (i) by The Queen Is Dead Records via email (in each case to your registered email address), (ii) in a posting on the Site, or (iii) by you via email to laurent.auffret@tqidr.com or to such address as The Queen Is Dead Records may specify in writing. The date of receipt shall be deemed to be the date on which such notice is sent.

 

 

(h) You acknowledge that you have read and reviewed The Queen Is Dead Records’ Privacy Policy as described in greater detail on the Site and that, by using the Services and the Site, you have expressly accepted the terms and conditions set forth in that Privacy Policy, as it may be amended from time to time.

 

 

(i) It is your responsibility to deliver all required information, metadata, songs, graphic files or any other information or music in the required format. You acknowledge that The Queen Is Dead Records shall not be required to provide its services hereunder until such files have been received.

 

 

(j) In very limited circumstances, The Queen Is Dead Records may allow you to modify the standard wholesale price you will receive for the sale of certain of your Recordings through a Music Platform (“Price Variation”), such circumstances being determined by The Queen Is Dead Records in its sole discretion. In addition, and in accordance with the provisions of Section 11(d) above, under no circumstances shall The Queen Is Dead Records, its officers, directors, employees or agents be liable to you for any claim you may have in connection with any error arising in the implementation of such Price Variation, unless such error is solely and entirely caused by the negligence or error of The Queen Is Dead Records.

 

 

(k) You authorise The Queen Is Dead Records to create and make available clips of your Recordings of up to ninety (90) seconds through streaming or free download (the “Clips”) in order to promote the band, the artist or the sale of the relevant Recordings. To the extent that you own or control the publishing rights in the musical compositions incorporated into your Recordings used in the Clips (the “Compositions”), you authorise The Queen Is Dead Records to create and make available clips of your Compositions of up to ninety (90) seconds through streaming or free download in order to promote the band, the artist or the sale of the applicable Recordings. Such clips may be created by The Queen Is Dead Records or any third party affiliated with The Queen Is Dead Records using ninety (90) consecutive seconds of the applicable Recording or Recordings.

 

 

(l) The Queen Is Dead Records reserves the right, in its sole discretion, to refuse to provide you with its services or to provide its services to any client for any reason or for no reason.

 

 

(m) If an audio master is rejected by a Music Platform because it does not meet that platform’s technical or editorial specifications, you will not be required to pay fees associated with resubmission before submitting the master again. If you are unable or unwilling to correct the errors or quality issues in order to resubmit the audio master, no refund of previously paid fees will be made.

 

 

(n) The Site may direct the user, via hyperlinks, to other websites belonging to the same Publisher or to third parties.

It is the user’s responsibility to review the legal notices of those websites and comply with any terms of use that may apply.

Under no circumstances may the Publisher be held liable for information published on websites to which hyperlinks have been created, or for any damage of any kind resulting in particular from access to such websites.

 

(o) The service offered is based on an accessible, subscription-free model involving the intervention of third-party platforms.

The user acknowledges that they have been informed of the technical and operational limitations inherent in digital distribution.

(p) The Queen Is Dead Records may terminate the distribution service by giving thirty (30) days’ written notice, in particular where continuation of the contractual relationship no longer allows for a smooth working relationship compatible with the operation of the service offered.
At the end of this period, The Queen Is Dead Records may request the removal of Recordings still being distributed in its name.
Revenue earned up to the effective date on which distribution ends shall remain fully payable to the artist and shall be calculated in accordance with these Terms and Conditions of Service.
Redistribution of the Recordings through another distributor is the artist’s responsibility. The Queen Is Dead Records only removes deliveries made in its name and does not provide technical migration of the catalogue to another distributor.

(q) In the event of force majeure or exceptional unavailability of The Queen Is Dead Records, processing times may be temporarily extended until activity resumes.