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Terms of Service

Thanks for using Spatio . These terms of service ("Agreement") cover your use and access to the goods, services, client software, and websites ("Services") provided by Spatio. Our Privacy Policy explains how we collect and use your information while our Acceptable Use and Fair Usage Policy outlines your responsibilities when using our Services.

By using our Services or purchasing our Goods, you're agreeing to be bound by the terms of this Agreement and to review our Privacy and Acceptable Use and Fair Usage Policy. If you're using our Services or purchasing our Goods for an organization, you're agreeing to the terms of this Agreement on behalf of that organization.

By using or accessing the Services, you agree to all the terms and conditions stated in this Agreement. If at any time, you do not or cannot agree to the terms of this Agreement, you must stop accessing or using the Services.

In connection with the purchase of any Goods, your order is an offer to buy the Goods from us under these conditions. Confirmation of your order is our acceptance of that offer. We do not have to accept your offer. If we accept your offer the sale and purchase of the Goods will form a contract between us (hereinafter the "Contract") and the Contract will be deemed to include the terms and conditions of this Agreement. Any description of the Goods on our Website is for guidance only. No pictures, descriptions, specifications or advertising will form part of the Contract. If any Goods are not available, we will provide substitutes. If you are not happy with the substitutes you must tell us within seven (7) calendar days Services Service Provider shall provide to Customer the services (the "Services") set out in one or more statements of work to be issued by Customer and accepted by Service Provider (each, a "Statement of Work"). Service Provider makes no representations, warranties, covenants or guarantees that Customer's songs will be eligible for distribution through or to any format.

1. Customer Obligations.

(a) Customer shall (i) respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services; (ii) cooperate with Service Provider in its performance of the Services; and (iii) take all steps necessary, including obtaining any required licenses or consents, to prevent Customer- caused delays in Service Provider's provision of the Services. Customer shall rely on Service Provider exclusively for the Services provided hereunder. Customer is solely responsible for the accuracy, quality and legality of song and stem files provided to Servicer Provider (the “Customer Content”). Customer will obtain all third party licenses, consents and permissions necessary Service Provider to use the Customer Content in order to provide the Services. Without limiting the foregoing, Customer will be solely responsible for obtaining from third parties all necessary rights for Service Provider to use the Customer Content submitted by or on behalf of Customer for the purposes set forth in the Agreement. Customer grants Service Provider a non-exclusive, worldwide, royalty-free and fully paid license during the Term to use the Customer Content as necessary for purposes of providing and improving the Services.

(b) Customer represents and warrants that any Customer Content will not: (i) infringe any copyright, trademark, or patent or intellectual property rights of any third party; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Service Provider's system or data; and (v) otherwise violate the rights of a third party. Customer agrees that any use of the Service contrary to or in violation of the representations and warranties of Customer in this Section 2 constitutes unauthorized and improper use of the Services.

2. Fees and Expenses.

In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth by Service Provider.

(e) THE LIMITED WARRANTIES SET FORTH IN SECTION 4 ARE MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” AND SERVICE PROVIDER MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SERVICE PROVIDER DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE.

3. Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Customer in the course of performing the Services (collectively, the “Deliverables”), except for any Customer materials, shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.

4. Limitation of Liability

IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

5. Indemnification

Customer will defend and indemnify, at its expense, any claim, suit or proceeding brought against Service provider, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Customer's breach or alleged breach of any covenant or warranty made in this Agreement.

SOW

Service Provider shall provide songs mixed in the Dolby Atmos audio format utilizing the Customer's existing audio stems, procured from Customer. Customer understands that if a 2- track master is uploaded as a stem instead of the songs correct stem files it may invalidate the song for acceptance on Apple Music.

Service and Scope of Work

Service Provider will provide Customer the following Services:

  • Upload and verification of mastered song file and its corresponding audio stem files:

  • Mix provided songs stems into the Dolby Atmos immersive audio format:

  • Electronic file delivery:

    • “ADM BWF” and “BIN” files for each song will be delivered by providing a third party file delivery system.

    • obligation to update and re-submit any work (free of charge) if the same was provided to Service Provider without the correct stems, and (ii) Service Provider shall have no obligation to update or re-submit any work more than 90 days after the same was released to Customer.

Customer will:

  • Provide Service Provider with 2-track masters and their corresponding stems via Service Provider's uploader

  • Use the Service Provider's stem verification system to assure all songs stems correspond correctly to their to track masters