Terms & Conditions
1.
Interpretation
1.1.
The definitions and rules of interpretation in this clause apply in this Agreement.
1.1.1.
"Customer", "You" or "Your" : you, who we agree to provide the Services for from time to time.
1.1.2.
Fees : means the Fees payable by You to Label Worx Limited for the Services and the software.
1.1.3.
Label Worx Limited, Our, Us or We : means Label Worx Limited, a company registered in England.
1.1.4.
Services : means the Distribution, PromoWorx, Accelerate, DemoWorx, RoyaltyWorx and/or Web Services (all more particularly described at the Site) that are provided by Label Worx Limited to You under this Agreement together with other services as may be agreed from time to time.
1.1.5.
Site : means labelworx.com (or such other website as we may notify to you).
1.1.6.
Software : means the Label Management System software provided by Label Worx Limited as part of the Services.
1.1.7.
Your Data : means the data inputted by You, or Label Worx Limited on Your behalf for the purpose of using the Services or facilitating Your use of the Services.
1.2.
Clause headings shall not affect the interpretation of this Agreement.
1.3.
Words in the singular shall include the plural and vice versa
1.4.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being.
1.5.
For all intents and purposes, Label Worx Limited. shall be considered a “processor” acting on behalf of You who shall be considered a “controller” pursuant to the terms of the European Unions General Data Protection Regulations ("GDPR").
2.
Use
2.1.
Use of the Site, the Software and the Services are provided to You subject always to these terms, conditions and any guidelines, rules or operating policies that Label Worx Limited may establish and post on the Site from time to time ("the Agreement") to the exclusion of any other term or condition. We may update this Agreement or discontinue or revise any or all other aspects of the Services at Our sole discretion and such changes shall become effective upon posting a revised Agreement on the Site.
3.
Description of Services
3.1.
The PromoWorx platform enables You to send data (image, text, audio and other files via the internet (a "Campaign") to members of Your email mailing list ("Recipients") by use of a combined website and email system, and to monitor how Campaigns are viewed and used. The Distribution Service Provide the service as per the signed distribution contract. The Web Service is as per the pre ordering discussions for web site design and coding. The RoyaltyWorx System is as per the signed RoyaltyWorx contract. The DemoWorx System allows You to receive, manage and review demo audio submissions submitted via a dedicated upload form.
3.2.
Label Worx Limited cannot guarantee that PromoWorx email Campaigns will be received in a consistent style or form due to the number of different email platforms and variants. It is understood that Label Worx Limited makes no guarantee that HTML messages will be rendered properly on all recipients' e-mail programs or that Campaign templates will be rendered properly on all recipients' browsers.
4.
Services
4.1.
Subject to (i) You purchasing the Services; (ii) clause 5.1; (iii) the restrictions set out in this clause 4; and (iv) the other terms and conditions of this Agreement, Label Worx Limited hereby grants to You a non-exclusive, non-transferable right to access the Software and use the Services solely for the purposes of Distribution, Music Promotion, Licensor Royalty Calculations, A&R Demo Management, Website and Mobile App management and managing Your Data.
4.2.
You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (vi) causes damage or injury to any person or property and Label Worx Limited reserves the right, without liability to You, to disable Your access to any Service that breaches the provisions of this clause.
4.3.
You shall not -
4.3.1.
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/ (as applicable) in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software / Label Worx system; or
(a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/ (as applicable) in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software / Label Worx system; or
4.3.2.
access all or any part of the Services in order to build a product or service which competes with the Software or the Services; or
4.3.3.
use the Services to provide services to third parties; or
4.3.4.
subject to clause 17.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Software available to any third parties except as authorised by Us
5.
Charges and payment
5.1.
You shall pay the Fees to Label Worx Limited for the Tools, Systems or Services you order.
5.2.
All amounts and Fees stated or referred to in this Agreement are payable in UK Pounds Sterling (GBP) and:
5.2.1.
Are non-cancellable and non-refundable unless Your account is terminated by Label Worx Limited for a reason other than breach of this Agreement or breach of any other contract you have with us or violation of any policy maintained by Us;
5.2.2.
Are exclusive of value added tax, which shall be added to Label Worx Limited's invoice(s) at the appropriate rate unless You validly claim that they are not liable to pay UK VAT; and
5.2.3.
Are subject to change at any time and you are responsible for reviewing our Site where the Fees are listed and remaining aware of the Fees charged by Label Worx Limited.
5.3.
Payment for Services will be made via PayPal or other payment facility notified by Us to You.
5.4.
The DemoWorx service adopts an automatic upgrade policy in order to reduce service disruption for your artists. By using the DemoWorx service you agree that your package will automatically upgrade to the next package available if you use more than your agreed storage allowance. Label Worx Limited provide 48 hours notice before such upgrade completes. Upgrade fees apply in such cases. If a fee cannot be deducted your DemoBox will be disabled until the issue is resolved.
6.
Privacy & Security
6.1.
You will at all times provide true, accurate, current, and complete information about Yourself and your business / company as required.
6.2.
You are responsible for maintaining the security of Your account, passwords, and files, and for all users of your account and of the Services in your name. Label Worx Limited reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
6.3.
In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to Label Worx Limited. Label Worx Limited may use this information and any technical information about your use of the Services to tailor its presentations to You, facilitate your movement through the Service, or communicate separately with You.
7.
Label Worx Limited's Obligations
7.1.
Label Worx Limited undertakes that the Services will be performed substantially with reasonable skill and care other than to the extent of any non-conformance which is caused by use of the Services contrary to Label Worx Limited's instructions, or modification or alteration of the Services by any party other than Label Worx Limited or Label Worx Limited's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Label Worx Limited will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Label Worx Limited:
7.1.1.
does not warrant that Your use of the Services or Tools will be uninterrupted or error-free or that the Services and/or the information obtained by You through the Services will meet Your requirements; and
7.1.2.
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.
Customer's Obligations
8.1.
You shall:
8.1.1.
comply with all applicable laws and regulations with respect to the Services;
8.1.2.
obtain and shall maintain all necessary licences, consents, and permissions necessary for Label Worx Limited, Your contractors and agents to perform their obligations under this Agreement or any other Label Worx Limited contract, including without limitation the Services and Tools;
8.1.3.
ensure that Your network and systems comply with the relevant specifications provided by Label Worx Limited from time to time; and
8.1.4.
be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Label Worx Limited's data centres, and we shall not be liable for any problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
9.
Restrictions and Responsibilities
9.1.
Subject to any of your rights as may exist under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs the You will not, directly or indirectly;
9.1.1.
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any Software, documentation, or data related to the Services;
9.1.2.
remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
9.2.
You represent, covenant, and warrant that you will use the Services and Tools only in compliance with this Agreement, with any other signed Label Worx Limited contract and all applicable laws (including but not limited to policies and laws related to copyright, spamming, privacy, obscenity, or defamation).
9.3.
You agree You will not:
9.3.1.
access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited e-mail to any third party; or
9.3.2.
upload, send, modify, distribute, or reproduce in any way any copyrighted material (audio, image or other files, text, trademarks, or other proprietary information) belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Label Worx Limited to terminate the accounts of Customers who infringe the copyright rights (mechanical or otherwise) of others upon receipt of prompt notification to Label Worx Limited by the copyright owner or the copyright owner's legal agent.
9.3.3.
The seller imposes fair use policies and reserves the right to remove the use of any products or services if it feels a user has abused such policies. Clarification of the fair use policy can be obtained at any time by contacting info@label-worx.com and all users or all services should fully understand the fair use policies before using any of the services or tools.
9.4.
Label Worx Limited may monitor the content provided by You or Your use of the Services and may remove any such content or prohibit any use of the Services or Tools if it believes it may be (or is alleged to be) in violation of the foregoing.
9.5.
It is Your responsibility to check your PromoWorx email Campaign for errors in copy, corrupted audio, graphics stream& download settings, and that the overall Campaign is working as required before sending. Label Worx Limited is not responsible for any errors generated by Your activities during Campaign creation.
9.6.
You may not remove or export from the UK or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the UK or any other applicable country.
10.
Data
10.1.
You shall own all rights, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.
10.2.
In the event of any loss or damage to Your Data, Your sole and exclusive remedy shall be for Label Worx Limited to use reasonable commercial endeavours to restore the lost or damaged Your Data from the latest back-up of such Your Data maintained by Label Worx Limited. Label Worx Limited shall not be responsible for any loss, destruction, alteration or disclosure of Your Data caused by any third party.
10.3.
If Label Worx Limited processes any personal data on Your behalf when performing its obligations under this Agreement, the parties record their intention that You shall be the data controller and Label Worx Limited shall be a data processor and in any such case:
10.3.1.
You acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where You and the Authorised Users are located in order to carry out the Services and Label Worx Limited's other obligations under this Agreement;
10.3.2.
You shall ensure that You are entitled to transfer the relevant personal data to Label Worx Limited so that Label Worx Limited may lawfully use, process and transfer the personal data in accordance with this Agreement on Your behalf;
10.3.3.
You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
10.3.4.
Label Worx Limited shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by You from time to time; and
10.3.5.
each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
11.
Email and Permission Practices
11.1.
You must follow the rules of the Privacy and Electronic Communications (EC Directive) Regulations 2003 & federal CAN-SPAM act (US) and any of Our applicable policies on Spam when sending e-mail through the Service to ensure that You do not carry out an act which damages Our reputation or status in any way.
11.2.
Every email message sent in connection with the Services will contain the "unsubscribe" link or other mechanism that allows subscribers to remove themselves from your mailing list. You acknowledge and agree that you will not remove, disable or attempt to remove or disable either link.
11.3.
You agree to import, access or otherwise use only permission-based email lists. The use of bought or gathered mailing lists, distribution lists, newsgroups, or spam email addresses are prohibited. The seller provides a promotional mailer system as a VIP Promotional Tool and not as a mass mailer system.
11.4.
Emails that you send through the Service may generate abuse complaints from Recipients. We cannot share with you the email addresses of those who complain about your Campaign. You are responsible for ensuring that your Campaigns do not generate a number of abuse complaints in excess of industry norms. Label Worx Limited, in its sole discretion, shall determine whether your level of abuse complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement. If any of Your Campaigns are flagged as SPAM by any of Your Recipients, Label Worx Limited reserves the right to cancel Your account without notice.
11.5.
In order to comply with Label Worx Limited's anti-spam policy, it is Your responsibility to make sure You have permission to send email to Recipients. Label Worx Limited, at its own discretion, may immediately disable your access without refund to the Services if Label Worx Limited believes in its sole discretion that you have violated any of the email and permission practices listed above.
11.6.
You represent and warrant to us that You are, and will remain at all relevant times, compliant with all terms of the European Union's General Data Protection Regulations (“GDPR”).
11.7.
You consent to our communication with you via email in connection with the Services.
12.
Third Party Providers
12.1.
If You access the website content of, correspond with or purchase products or services from a third-party via a third-party website which has been accessed from any site maintained by Label Worx Limited, You do so solely at its own risk and Label Worx Limited makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by You, with any such third party.
13.
Proprietary Rights
13.1.
You acknowledge and agree that Label Worx Limited and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
13.2.
You acknowledge and agree that the Services and the Label Worx Limited company names and logos and all related product and service names, design marks and slogans, are the property of Label Worx Limited or its affiliates or suppliers (collectively, the "Marks"). You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Label Worx Limited. Your use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks. All ownership rights remain in Label Worx Limited or its third party suppliers, as the case may be.
14.
Indemnity
14.1.
You shall defend, indemnify and hold harmless Label Worx Limited against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your use of the Services.
15.
Limitation of Liability
15.1.
Subject to the provisions of clause 14, this clause 15 sets out the entire financial liability of Label Worx Limited (including any liability for the acts or omissions of its employees, agents and sub-contractors) to You in respect of:
15.1.1.
any breach of this Agreement;
15.1.2.
any use made by You of the Services or any part of them; and
15.1.3.
any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
15.2.
Except as expressly and specifically provided in this Agreement:
15.2.1.
You assume sole responsibility for results obtained from the use of the Services by You and for conclusions drawn from such use. Label Worx Limited shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Label Worx Limited by You in connection with the Services, or any actions taken by Label Worx Limited at Your direction;
15.2.2.
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
15.2.3.
the Services are provided to You on an "as is" basis.
15.3.
Label Worx Limited shall have no liability to You under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control provided that You are notified of such an event and its expected duration.
15.4.
In no event shall Label Worx Limited, its employees, agents and sub-contractors be liable to You for any alleged infringement of intellectual property rights, and you shall forever indemnify Us against any such infringement, to the extent that it is based on:
15.4.1.
a modification of the Services by anyone other than Label Worx Limited; or
15.4.2.
Your use of the Services in a manner contrary to the instructions given to You by Label Worx Limited; or
15.4.3.
Your use of the Services after notice of the alleged or actual infringement from Label Worx Limited or any appropriate authority.
15.5.
The foregoing states Your sole and exclusive rights and remedies, and Label Worx Limited's (including Label Worx Limited's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
15.6.
Nothing in this Agreement excludes the liability of Label Worx Limited:
15.6.1.
for death or personal injury caused by Label Worx Limited's negligence; or
15.6.2.
for fraud or fraudulent misrepresentation.
15.7.
Subject to clause 15.2 and clause 15.6:
15.7.1.
Label Worx Limited shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
15.7.2.
Label Worx Limited's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid by You during the month immediately preceding the date on which the claim arose.
16.
Termination
16.1.
You may terminate the PromoWorx and DemoWorx Service Agreements at any time by sending an e-mail message requesting Your account be closed to info@label-worx.com. Correspondence must include your first name, last name, and registered Label Worx Limited email address. In order to close Your account, any outstanding invoices must be settled. No refunds will be issued. Termination of the Distribution service, RoyaltyWorx and Web Services is as per the signed contracts for these Services / Tools unless Label has been dormant and not releases any new releases for a period of 6 months or more and is under performing, Label Worx Limited reserves the right to determine what classifies as under performing and reserves the right to terminate the Distribution account giving notification via email. All royalties not claimed and credits not spent will be forfeited.
16.2.
Label Worx Limited may terminate this Agreement or the Services at any time with or without cause, and with or without notice. Label Worx Limited shall have no liability to you or any third party because of such termination. If Label Worx Limited terminates this Agreement because you violated the Anti-Spam policy, fair usage policy or copyright infringement policy, no refund or royalty payments will be issued.
16.3.
On termination of this Agreement for any reason:
16.3.1.
all licences granted under this Agreement shall immediately terminate;
16.3.2.
Label Worx Limited may destroy or otherwise dispose of any of Your Data in its possession unless Label Worx Limited receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of Your Data. Label Worx Limited shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Label Worx Limited in returning or disposing of Your Data; and
16.3.3.
the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
17.
General
17.1.
This Agreement constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us relating to the subject matter it covers. By signing up or otherwise using or accessing the Services or the Site, you are indicating your agreement with these Terms and Conditions and with our Privacy Policy which includes our terms regarding use of cookies.
17.2.
You acknowledge and agree that in entering into this Agreement You have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) given by Label Worx Limited relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
17.3.
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force and If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.4.
A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
17.5.
Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
17.6.
You shall not, without the prior written consent of Label Worx Limited, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement however Label Worx Limited may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
17.7.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties.
17.8.
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.9.
Any notice required to be given under this Agreement shall be in writing and shall be sent by first class post to the registered address or the party or in the case of notice served by Label Worx Limited, to Your email address as notified to us from time to time.
17.10.
This Agreement shall be governed by, and construed in accordance with, English law and the courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Service Agreement.
18.
Contact Us
18.1.
If you have any questions concerning the Services, the Terms and Conditions or the Privacy Policy, please contact us via the normal channels on our contact page.
Join The Family
Got a problem that needs a solution? Or a plan that needs putting into action? We'd love to hear from you.