Terms of Services
This Agreement ("Agreement") is made between PT. Meluna Media Kreativitas Indonesia, a company registered in South Jakarta, Indonesia (hereinafter referred to as "Meluna"), and between those who use the Service as Individuals/Legal Entities (hereinafter referred to as "Users"). This Agreement shall take effect on the effective date in accordance with the User's use of the Service.
Meluna and the User are each a "Part of" this Agreement and are jointly referred to as the "Parties" who agree to enter into this Agreement (hereinafter referred to as the "Contract").
WHEREAS, Meluna provides distribution, marketing, licensing and other promotional services for the digital distribution of music production and related content; and
WHEREAS, the User is a content owner, legal representative of the owner, licensor or consolidator who wants Meluna to become a digital distributor of Content to Digital Service Providers and Distribution Platforms (hereinafter referred to as the "Platform"); and
WHEREAS, Meluna wishes to become a global distributor of User Content, without geographical restrictions, and distribute the Content to the Platform under the terms and conditions set forth in this Agreement.
THEREFORE, The Parties agree to enter into this Agreement, which shall be governed by the following clauses and conditions:
1. Terms of Service
a. Services
Meluna is a company that offers the following services (hereinafter referred to as "Digital Services"):
- Distribution Services: Digital music distribution that offers distribution of releases to the Platform, for the purpose of selling music downloads, online reproduction, micro-synchronization, and other types of consumption of Content currently known or that will be known in the future to consumers over the Internet.
- Marketing Services: Marketing and promotional campaign support by any means currently known or to be known in the future.
b. Editorial Rights
Meluna has the full right to refuse the distribution of any and all releases and other digital content from Users for any suitable reason.
c. Certification of Rights
The User declares that they have the right to distribute, publish, sell, reproduce, transfer, convert, modify, and broadcast the release over the Internet. The User also declares that they have the right to distribute, publish, sell, reproduce, transfer, convert, modify, and broadcast through the Internet any graphic material, text, letters, or photos provided by the User to Meluna and/or the Platform to promote the sale of releases.
d. Distribution Service Charge
Users agree to revenue sharing with Meluna of 25% of each of their releases to pay for service fees and will be paid at the time of royalty payment.
Distribution service fees may change from time to time due to adjustments to the services provided and without notice to the User.
e. Marketing Service Fee
The amount of marketing services that Meluna will receive from Users varies according to the contracted service, service area, length of service, type of User plan, and the provider selected for the service. The Marketing Service Fee is only available when you contact Meluna's marketing services. Marketing service fees may be changed at any time without prior notice to the User, without affecting ongoing marketing services.
f. Payment for Services
- The User will pay to Meluna at the time of royalty payment and the amount of Distribution Service Fee that has been determined and agreed upon at the beginning of the agreement.
- The User will pay to Meluna in full and in advance the amount of the Marketing Service Fee for all services to be contracted.
g. Offers and Discounts
Meluna reserves the right to provide special offers and discounts on its services for certain periods, in certain regions, to certain customers under certain conditions. The User may not claim to Meluna for the invalidation of offers or discounts due to any of the aforementioned conditions.
2. The User agrees with Meluna and accepts the following:
a. Music Distribution License
The User grants to Meluna and the Platform a non-exclusive sub-license and license during the Grant Term for the purpose of providing Digital Services, including (without limitation) acting as a non-exclusive licensor and digital distributor of the User Content to the Platform, and sub-licensing and distribution of the Content to the Platform's customers located in the Territory, and grants the Platform the right and license to reproduce, use, display, distribute, modify, sell, and in any way use the Content (including, without limitation, all intellectual property rights contained therein), and in addition, everything necessary for use in the formats and media contemplated herein, including (without limitation) the sale of permanent digital downloads, streaming, other digital distribution technologies, and/or other digital delivery methods existing today or in the future, by any means currently known or known in the future.
b. Clip Distribution License
The User grants Meluna and the Platform the non-exclusive right to reproduce and create derivative works from the Content by converting the Content into digital sources, including less content than the full version of the sound recording (hereinafter referred to as "Clip") that may be used for promotional purposes as permitted herein, and if necessary, reproduce the Content in new physical products; and publicly perform, publicly display, publicly communicate, and in any way disclose the Content and portions of the same contained in the Clips, through digital audio transmission (interactively and non-interactively) through Meluna's website, the licensee's website or Platform, or through widgets that may be placed by the User or a person authorized by the User on any website or social network, to identify the availability of the Content to be licensed, sold, or distributed and for the promotion of the Content, based on use for listening, without payment of copyright fees.
c. License for Distribution of User-Generated Content (UGC)
The User grants to Meluna the non-exclusive right to manage all licenses necessary or related to the Digital Services, including prior authorization of the master and publication rights of the User or the User's materials and compositions underlying the Content for licensing purposes, including the conversion into money of User Generated Content (hereinafter "UGC") uploaded to digital social platforms such as Facebook, Instagram, TikTok, YouTube, SoundCloud, Twitch, and others, this is a non-limiting statement. The User grants to Meluna the non-exclusive but total right to distribute and sub-license to the Platform all Content provided to Meluna or that the User provides to Meluna for distribution during the Granting Period.
d. License to use name and image
The User grants Meluna and the Platform the right to use approved names and similar names, as well as approved biographical materials, related to, the Content, images, brands, bands, producers, and/or singers, as well as song and/or album names, and artwork, in marketing materials for the sale, promotion, and advertising of the applicable Content, offered for sale, or other uses in accordance with the terms of this Agreement (e.g., User or band names and similar may be used in promotional information, such as demonstrations in text or other information sections, to identify and represent authors, credits, and other users), such as in-text demonstrations or other pieces of information, to identify and represent authors, credits, and other users), or other uses in accordance with the terms of this Agreement (e.g., User or band names and the like may be used in promotional information, such as in-text demonstrations or other pieces of information, to identify and represent authors, production credits, and other applicable information or materials in connection with the authorized exploitation of the applicable Content).
e. Marketing license
Meluna and the Platform shall have the non-exclusive right to market, promote, and advertise the Content available for purchase in the manner determined at its sole discretion; including, without limitation, online and on radio; and the right to reproduce, distribute, and publicly display the visual elements of the Content (e.g. album covers, images, etc.) in connection with the promotion, advertising, sale, and distribution of the Content. Meluna reserves the right to create and authorize others to create fingerprints on the Content for the purpose of audio, composition, and/or video recognition, which shall become the property of Meluna and/or its partners or third parties.
f. Rights Reserved by Users
The ownership of the Content will remain with the User or its licensor, and there is no need to transfer such ownership to Meluna or any Platform.
g. Contract Amendment
Meluna reserves the right to modify, add or delete provisions and/or clauses of this contract, without notifying the User. Contract without any other action required by either Party. If the User rejects the new version of the Agreement, they may cancel the active service, without Meluna being obliged to make a refund of the service fee payment.
3. User Commitments and Obligations
a. Content Delivery
The User shall submit to Meluna through the website (https://meluna.co.id) the Content for the use of Meluna and the Platform.
The content provided by the User must fulfill all mandatory requirements of the Platform in order to be approved for distribution. Such requirements will be notified to the User on the Meluna website.
Meluna will contact the User if the User must make modifications to the Content to meet the Platform's requirements.
The Platform Terms may change from time to time, and Meluna has no authority to determine them.
b. Obtaining and registering licenses
User shall obtain and pay for the necessary permissions and licenses in the territories of all User's music and illustration works.
c. Payment of income to anyone who applies
Users will be responsible for paying royalties and other revenues to authors, co-authors, artists, copyright owners, producers, publishers, and other relevant participants.
d. Payment for agreements and taxes
The User will be responsible for all payments that may be required under the collective agreement applicable to the User in connection with the Content provided by the User to Meluna and the Platform.
e. Indemnification and Limitation of Liability
The User shall compensate and release Meluna and the Platform from and against any and all losses, liabilities, damages, costs or expenses (including attorneys' fees and costs) arising from third party claims for breach of the User's warranties, statements, agreements, or obligations hereunder, or claims that the Content, whether illustrations, photos, graphic designs provided to Meluna and/or the Platform, violates or infringes the rights of third parties.
The User shall indemnify Meluna and/or the Platform in cash for payments actually made in settling obligations or claims subject to compensation under this section.
4. Meluna's Commitments and Obligations
a. Royalty Payment
Meluna will pay the User an agreed percentage of the net income derived from the distribution of User Content.
By default, the royalty split is: 75% of the net revenue to the User and 25% of the net revenue to Meluna.
By mutual agreement between the User and Meluna, the distribution of this royalty may vary in options such as, and not limited to, those mentioned below:
- 85% of net revenue to the Users and 15% of net revenue to Meluna.
- 80% of net revenue to the Users and 20% of net revenue to Meluna.
- 75% of net revenue to the Users and 25% of net revenue to Meluna.
- 70% of net revenue to the Users and 30% of net revenue to Meluna.
b. Sales Report
Meluna will calculate royalties to Users based on this Agreement when the Platform sends royalty reports. Users can access the sales report on Meluna's website with their login credentials. Generally, the Platform sends royalty reports to Meluna within one to three months after the end of each calendar month (i.e., 30 to 90 days after each month).
Meluna does not guarantee compliance with the deadlines nor is it responsible if the Platform does not submit sales reports within the set deadlines.
c. Royalty Registration
Meluna undertakes to maintain and keep Royalty Reports for all transactions related to the Author's or User's Interests.
d. Payment
Users can request Meluna to pay their current balance:
- More than Fifty US Dollars (USD 50.00.-) for Bank Indonesia Transfer Payment Method.
- More than Fifty US Dollars (USD 50.00.-) for International Bank Transfer Payment Method.
Payment is made in accordance with the payment method selected and the information provided by the User on the Meluna website. Each payment method may have additional fees that will be deducted from the User's balance payment.
5. Territory and Time Limit
a. Region
The Territory is global in scope and has no geographical limitations, and may extend to any country in which Meluna or the Platform operates.
If desired, Users may clarify the boundaries of the Region for their release.
b. Applicable Laws and Regulations
This Contract shall be deemed to be made in the Republic of Indonesia and its validity, construction and effect shall be governed by the laws of the State of Indonesia.
c. Time Limit for Provision
The concession period begins on the date of signing the Contract and will continue until the User requests cancellation of the service, either in writing through Meluna's official website.
d. Deleting content
Meluna has a maximum of sixty (60) days after notification of the service cancellation request to request the removal of all User Content from the Platform.
Users will be able to access all ISRC and UPC codes from the release even after requesting the removal of the content from the Platform, on the Meluna website.
6. Limitation of Liability and Warranty
a.
The User warrants that he/she is 18 years of age or older, and is not entering into an exclusive agreement for digital distribution, image use, or any other license granted in this Agreement. If User warrants that he/she is not 18 years old, User is required to have a representative who is 18 years old or older to warrant and take responsibility.
b.
The User guarantees that all information provided on the Meluna website is and will continue to be true and accurate. The User shall notify as soon as possible if there is any change to the information provided. If Meluna is notified of any discrepancy or inaccuracy with respect to the information provided on the website, Meluna reserves the right to suspend the payment generated in connection with the Release affected by such information until such discrepancy or inaccuracy can be reasonably resolved by Meluna.
c.
Releases and User Content are free from lawsuits, claims of copyright infringement, liens, or demands brought or imposed upon them, by any entity or person.
If Meluna receives a copyright infringement claim (also known as a "DMCA Claim") for a release or User Content, Meluna will immediately notify the User via email. Meluna will cancel the release of all Platforms. Users may respond to DMCA Claims via email within 3 business days, including all necessary documentation to support use.
Documentation required to respond to DMCA Claims includes, and is not limited to:
- Evidence of the right to use voice recordings;
- Proof of right to use the trademark;
- Royalty sharing agreement.
d.
Meluna is exempted from making any form of payment for, or in connection with, the exploitation of User Content except as specifically provided in this agreement.
e.
The User will not interfere or attempt to interfere with the functioning of the Meluna website, Digital Services or any transaction being conducted on the Meluna website. In addition, you will not take any action that places an unreasonable or disproportionate excessive load on the infrastructure of the Meluna website.
f.
The User shall at all times defend, compensate and release from all liability Meluna and its associates, as well as all members, employees, partners, representatives, agents, licensors, suppliers, and distributors of the aforementioned parties (collectively referred to as "Other Indemnified Parties") from all claims, liabilities, damages, judgments, losses, costs, and expenses, including actual current legal fees and legal fees, which may arise from:
- In any exercise of the rights granted under this agreement;
- In any breach by User, whether actual or alleged, of any warranty, representation or covenant contained herein;
- In any act, error or omission committed by the User or any other person or entity acting on his behalf or under his orders;
- In the release and any use or exploitation as set forth in this Agreement.
The User shall indemnify Meluna and the Indemnified Parties, upon their request, for any payments made at any time after the date of this document and for any liabilities or claims for which Meluna and the Indemnified Parties are entitled to compensation, although Meluna may choose to deduct such compensation from the amount due to the User.
g.
Under no circumstances shall Meluna be liable to the User or any third party for any indirect, unforeseen, typical, incidental, special, or punitive damages, including damages resulting from loss of profits or loss of information resulting from the use of the website or Digital Services. Notwithstanding anything to the contrary in this agreement, Meluna's liability to the User, for any reason and regardless of the form of action taken, shall be limited at all times to the amount paid, if any, by the User to Meluna in exchange for the Digital Services.
h.
This Agreement, together with Meluna's Privacy Policy, Meluna's Terms of Service, and this Agreement, constitutes the entire agreement between Meluna and the User regarding the website and Digital Services. Meluna may assign or delegate this agreement or all or part of the rights and obligations derived therefrom to one or more third parties, without prior notice to the User. The breach or waiver of any of the provisions contained in this agreement shall not affect the rights of either Party thereafter and the waiver of either Party shall not be construed as a permanent waiver. Except as expressly provided in this agreement, neither Party makes or has made any representation or reservation, express or implied, as to any matter contained in this agreement or in connection with the drafting of this agreement, and in principle, the same is expressly excluded. If any clause, phrase, paragraph or subsection of this agreement, or the application thereof, is declared void for any reason by a court of competent jurisdiction, such declaration shall limit and restrict its effect to the clause, phrase, paragraph or subsection directly involved in such dispute and shall not affect any other part of this agreement.
i.
The User acknowledges that the exploitation of the content is speculative and Meluna cannot guarantee that the release will be fully exploited or that a certain volume of Revenue will be generated in the future. The User waives all warranties and claims of any kind, and declares to accept the commitment that he/she will not make any claims and that no liability will be imposed on Meluna based on claims regarding the expectation of obtaining higher Revenue or that a greater volume of business can be achieved than actually generated or achieved by Meluna and/or the Indemnified Parties.
j.
Meluna does not guarantee or represent that the use of the website or Digital Services will be uninterrupted or error-free, and the User accepts that, from time to time, Meluna may suspend the website and Digital Services for an indefinite period of time, both for technical maintenance and for its improvement, in addition and vice versa, the User also accepts that Meluna may cancel the Digital Services at any time without prior notice. The functions and features of the Meluna website and Digital Services may also change at any time without notice.
k.
The use of the Meluna website and Digital Services includes the possibility to contract and/or perform transactions electronically. Users acknowledge that when performing User Registration, Launch Registration, Marketing Service Contract, and other actions electronically, they presuppose their acceptance and willingness to connect to the Digital Services and pay for such services. Your acceptance and willingness to be bound by performing actions electronically applies to all history related to the registration and transactions you perform on the Meluna website, including cancellation notices, policies, contracts, and applications.
l.
The use of the Meluna website and Digital Services includes the possibility to contract and/or perform transactions electronically. Users acknowledge that when performing User Registration, Launch Registration, Marketing Service Contract, and other actions electronically, they presuppose their acceptance and willingness to connect to the Digital Services and pay for such services. Your acceptance and willingness to be bound by performing actions electronically applies to all history related to the registration and transactions you perform on the Meluna website, including cancellation notices, policies, contracts, and applications.
m.
It is expressly stated that nothing in this Agreement shall establish an enterprise between the Parties, nor shall it establish one Party as an agent of the other Party, and therefore they shall not be jointly and severally liable for obligations which they specifically undertake and which are not expressly set out in this Agreement.
7. Non-compliance
a.
Failure to comply with any of the clauses in this Agreement shall authorize the innocent Party to demand compliance, or rescind it without further proceedings, in either case with further damages, and to exercise any other powers conferred upon it by this contract or the law.
b.
Meluna is free to immediately terminate the Digital Services and terminate the Contract before the expiration of the Granting Period for one or more Users, one or more User Releases, by giving notice to the User and without the need for acceptance by the User, without the need to reimburse the fees paid by the User.
8. Heirs
a.
This Agreement shall be binding upon the assigns, heirs, executors, personal representatives, administrators and successors (whether by merger, legal transaction or otherwise) of the Parties with the termination provisions set out in Clause 7 above.
9. Address and Applicable Legislation
a.
For all purposes stemming from this Agreement, notices, summons, court or out-of-court proceedings, the parties are domiciled at the address listed at the bottom of the contract, which address shall be deemed valid for all legal and administrative actions arising from the execution and performance of this contract, unless subsequently changed in writing and in clear form.
b.
If there are any differences in the interpretation of this contract, the parties submit to the jurisdiction of the courts in Indonesia to resolve them if no amicable agreement can be reached.
10. Contact
For questions about these terms, please contact us at [email protected].