These terms and conditions (“Royalty Advance Terms”) are offered by Amuseio AB (“Amuse”, “we”, “us”, “our”) and come into force and effect on the date that you indicate your acceptance in the form prescribed by us from time-to-time (“Effective Date”). We and you may be referred to herein individually as “Party” and collectively as “Parties”.

WHEREAS:

A. You have previously signed up to use the Amuse Service(s) in accordance with our Terms of Use and associated policies (as amended from time-to-time). All capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreements (as referred to in our Terms of Use).

B. These Royalty Advance Terms are intended to supplement the Agreements. However, if there is any inconsistency between these Royalty Advance Terms and the Agreements, these Royalty Advance Terms will prevail.

ACCORDINGLY you hereby agree as follows:

1. BACKGROUND. Amuse offers an automated royalty advance payment service (“Automated Advance Service”) which enables eligible users of the Amuse Service(s) to access certain future royalty earnings in the form of a recoupable advance payment (“Royalty Advance”) while maintaining ownership of their sound recording copyright and/or associated rights. 
   

2. OFFER. You have been identified as eligible to receive a Royalty Advance. By indicating your agreement to these Royalty Advance Terms, you accept all terms and conditions contained herein including, without limitation, your receipt of the Royalty Advance, the charging of the Service Fee, the recoupment provisions, and any applicable lock-in restrictions. You acknowledge that our calculation and formulation of the Recoupable Sums is determined by reference to various proprietary data points and, by agreeing to these Royalty Advance Terms, you accept such calculation and formulation. Your acceptance of these Royalty Advance Terms is binding and cannot be withdrawn. 
   

3. CONDITIONS. IN ORDER TO USE THE AUTOMATED ADVANCE SERVICE AND ACCEPT THESE ROYALTY ADVANCE TERMS, YOU WARRANT AND REPRESENT THAT YOU (A) ARE AT LEAST 18 YEARS OF AGE; AND (B) HOLD A VALID AMUSE ACCOUNT CONTAINING TRUE, ACCURATE, CURRENT, COMPLETE, AND UP-TO-DATE INFORMATION ABOUT YOURSELF IN ACCORDANCE WITH THE AGREEMENTS (AS AMENDED FROM TIME-TO-TIME).
   

4. ROYALTY ADVANCE. 

   a. Where Amuse has calculated your Royalty Advance by reference to ‘pipeline income’ only, no lock-in restrictions will apply to the Recordings (and associated Materials) covered by the Royalty Advance (subject to the last paragraph of this clause 4 below). This means that, irrespective of whether the Recoupable Sums have been fully recouped from Revenues, the designated user of the applicable Amuse Account may at any time elect to remove such Recordings (and associated Materials) from the Amuse Service(s), or amend any royalty splits on such Recordings.

   b. Where Amuse has calculated your Royalty Advance by reference to both ‘pipeline income’ and certain future predicted income, lock-in restrictions will apply to the Recordings (and associated Materials) covered by the Royalty Advance. This means that, with effect from the Effective Date until the Recoupable Sums have been fully recouped from Revenues (“Recoupment Period”), such Recordings (and associated Materials) will remain live on the Amuse Service(s) (meaning they cannot be removed or transferred to an alternative distributor or other service provider) and cannot be subject to any royalty split amendments. However, any future Recordings (and associated Materials) which you choose to upload to the Amuse Service(s) after accepting a Royalty Advance (“Future Recordings”) will not be subject to such lock-in restrictions.

Regardless of any other terms and conditions contained herein, in no event are you permitted to close or disable your Amuse Account until after the expiry of the Recoupment Period. You are responsible for any applicable bank fees and currency conversion costs associated with our payment of the Royalty Advance.

5. SERVICE FEE. By indicating your agreement to these Royalty Advance Terms, you further understand and accept that Amuse is entitled to charge a service fee to your Amuse Account (“Service Fee”). While the Service Fee is uniquely calculated by reference to each individual Royalty Advance and may therefore differ from offer-to-offer, such Service Fee will be clearly stated in our offer to you.

6. RECOUPMENT. The Royalty Advance and the Service Fee (collectively, “Recoupable Sums”) are fully recoupable from Revenues. “Revenues” means your share of all revenues actually received by Amuse from exploitation of the applicable Recordings (and associated Materials) during the Recoupment Period (which may include any Future Recordings), less any applicable bank and payment fees, and after deduction of any Commission, withholding taxes and VAT. Should the Recoupable Sums not be recouped from Revenues, you will not be obligated to pay back such Recoupable Sums unless in the event of a breach (or anticipated breach) of these Royalty Advance Terms.

7. LICENSE OF RIGHTS. During the Recoupment Period, you grant to Amuse all necessary rights on an exclusive basis to distribute the applicable Recordings (and associated Materials) to Stores throughout the Territory, and to collect the associated Revenues on your behalf. You are solely responsible for all obligations owing to third parties including, without limitation, the onward distribution of any portion of the Royalty Advance. Following the end of the Recoupment Period, Amuse’s rights will automatically revert to the scope of rights set out in our Agreements (as amended from time-to-time).

8. WARRANTIES. In addition to the warranties and representations contained in the Agreements, you further warrant and represent, in respect of any Recordings (and associated Materials) covered by clause 7 above, that you will not transfer any rights therein to any third party during the Recoupment Period, nor reproduce the same other than through Amuse. For the avoidance of doubt, your indemnification obligations under the Agreements will apply equally to the warranties and representations in these Royalty Advance Terms. 

9. TERMINATION. In addition to the rights granted to us under the Agreements (including, without limitation, to terminate your Amuse Account and/or deduct, withhold, or chargeback any sums owing in our sole discretion), Amuse may terminate the provision of the Automated Advance Service and/or require the repayment of the Recoupable Sums (to the extent still unrecouped) at any time if we determine that you may be infringing or in violation of any third party rights, engaging in fraudulent, manipulated, artificial and/or illegal streaming activity, and/or may otherwise be in breach (or anticipated breach) of these Royalty Advance Terms. 

10. INJUNCTIVE RELIEF. You agree that any actual or threatened breach or violation of these Royalty Advance Terms may cause irreparable harm to Amuse in respect of which damages alone may be insufficient, in which event we shall be entitled to obtain injunctive relief in addition to all other legal or equitable remedies which we reserve in full. 

11. DISCLAIMER. THE AUTOMATED ADVANCE SERVICE IS PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE AUTOMATED ADVANCE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, AMUSE MAKES NO REPRESENTATIONS AND DISCLAIMS ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAY CHANGE, DISCONTINUE, OR REFUSE TO PROVIDE THE AUTOMATED ADVANCE SERVICE (OR ANY PART OF IT) IN OUR SOLE DISCRETION AND WITHOUT NOTICE AT ANY TIME.

12. LIMITATION OF LIABILITY. You are solely responsible for (and Amuse shall have no liability whatsoever in respect of) any breach (or anticipated breach) by you of these Royalty Advance Terms or arising out of or in connection with your use of the Automated Advance Service. You agree that, to the extent permitted by law, your sole and exclusive remedy for any problems or dissatisfaction with the Automated Advance Service is to stop using the Automated Advance Service.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AMUSE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS AND SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE AUTOMATED ADVANCE SERVICE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER AMUSE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. GENERAL.

a. Nothing in these Royalty Advance Terms will be construed to create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship between you and us. You warrant and represent to take responsibility for your own tax affairs including those owed on income received under these Royalty Advance Terms;

b. We may deduct from any payments to you hereunder any withholding tax or other fiscal government imposition which we are obliged to deduct as a result of any statutory, fiscal or government provision;

c. The terms relating to warranties, representations, indemnification, and limitation of liability hereunder shall survive expiry or termination by you or us for any reason;

d. Clause headings and subheadings are for convenience and do not affect the construction of these Royalty Advance Terms;

e. Except as otherwise agreed within these Royalty Advance Terms, all terms and conditions of the Agreements shall remain in full force and effect. For the avoidance of doubt, all terms and conditions in the Agreements shall be interpreted so as to apply equally to these Royalty Advance Terms (to the extent applicable).