TERMS & CONDITIONS
Tremorz Pty Ltd (ACN 634 914 257 (Tremorz) is an e-commerce music marketplace, where Artists can upload and sell their Content and Users can purchase and sell Content that they have purchased via the marketplace.
User Agreement Terms
1. About these Terms
1.1 In these Terms, “we”, “us” or “our” means Tremorz and includes its subsidiaries, and their respective directors, employees and agents. “You” or “your” means the User who accepts these Terms. Additional definitions are set out in clause 18.
1.2 You should read these Terms carefully. They apply to your use of our Platform.
1.3 By using or accessing the Website, you indicate your acceptance of these Terms. By accepting these Terms, you agree to the obligations imposed on you under these Terms (including any associated subscription fee, Sale Charge or Resale Charge) and, in exchange, we agree to provide you with access to the Website. If you do not agree to these Terms you should immediately cease accessing and using the Website.
1.4 We reserve all rights to alter these Terms at our discretion. Each time you use the Website, it is your responsibility to be aware of our current terms. Your continued use of the Website following the posting of changes to these Terms will be deemed your acceptance of those changes. For the avoidance of doubt, we may, at our absolute discretion, amend or otherwise vary the Platform or these terms and conditions provided that the terms being varied are set out on the Website or Users are otherwise notified by us.
1.5 These Terms, as amended by us from time to time, continue to apply for the duration of your use of the Website and Platform or until terminated in accordance with clause 8.
2. Overview of the Platform
2.1 The Platform provides:
(a) an alternative way for Users to purchase and listen to music in a manner that aims to provide Artists with greater opportunity to share in the revenue generated from their work; and
(b) Users with the ability to collect music and sell their music collection to other users within the Platform only.
2.2 To use the Platform, you must register for an account in accordance with clause 4. An unregistered User may search and find Artist’s profiles, as well as listen to certain free Content on the Website but will not be able to interact with or purchase restricted Content.
2.3 If you register for a User account in accordance with clause 4 and your registration is accepted by us, you will have access to the Platform and, subject to terms being varied as set out on the Website or as notified by us from time to time, will be able to:
(a) create a User profile to be displayed on the Platform
(b) search and find Artist’s profiles on the Website;
(c) deposit funds into your protected e-Wallet and purchase select TZ packages;
(d) use your TZ to acquire Content from Artists or other Users;
(e) listen to Content which you have acquired;
(f) listen to Content you have not acquired in a specifically curated “Discovery” playlist;
(g) subject to availability, if you no longer wish to use some Content, sell that Content on a secondary market to other Users at a price of your discretion;
(h) access the Platform’s “social media” offerings, including live feeds, messaging systems and notifications;
(i) access your purchase history and receipts upon request; and
(j) contact our support directly.
2.4 If you register for an Artist’s account in accordance with clause 5 and your registration is accepted by us, you will have access to the Platform and, subject to terms being varied as set out on the Website or as notified by us from time to time, will be able to:
(a) create a profile to be displayed on the Platform which includes, but is not limited to:
i a profile summary;
ii a display of up to two images relating to the Artist (comprising, a featured image and a profile picture); and
iii a description of the Content on offer to Users (including images that they Artist may use in promotion of their Content);
(b) upload specified Content onto the Platform for sale at a price of your choosing (noting that Artists may receive 80% or more (subject to any promotions or as notified by us from time to time) of all proceeds received from such a sale (Artist’s Proceeds), and Tremorz receiving the remaining portion of the proceeds);
(c) split Artist’s Proceeds with other Artists; and
(d) request, via email to firstname.lastname@example.org, that the Platform administrator remove Content not purchased by Users that is not already in circulation in the secondary market pursuant to clause 7.6 (this may take up to 15 business days).
2.5 You acknowledge and agree that you will not:
(a) copy, redistribute, reproduce, "rip" records, transfer, perform or display to the public, broadcast, or making available to the public any part of the Platform or Content, or otherwise making any use of the Platform or Content which is not expressly permitted under the Agreement or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Platform or Content or any part of it;
(b) use the Platform to import or copy any local files that you do not have the legal right to import or copy in this way;
(c) transfer copies of cached Content from an authorised account to any other account or device via any means;
(d) reverse-engineer, decompile, disassemble, modify, or create derivative works of the Platform, Content or any part thereof except to the extent permitted by applicable law;
(e) sell, rent, sublicense or lease of any part of the Platform or Content;
(f) circumventing any territorial restrictions applied by Tremorz or it licensors;
(g) artificially increasing play counts, follow counts or otherwise manipulating the Platform by
(i) using any bot, script or other automated process,
(ii) providing or accepting any form of compensation (financial or otherwise), or
(iii) any other means;
(h) removing or altering any copyright, trademark, or other intellectual property notices contained on Content or the Platform or provided through the Platform (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
(i) circumventing or blocking advertisements in the Platform, or creating or distributing tools designed to block advertisements in the Platform;
(j) providing your password to any other person or using any other person's username and password;
(k) "crawling" the Platform or otherwise using any automated means (including bots, scrapers, and spiders) to view, access or collect information from Platform;
(l) selling a user account or playlist, or otherwise accepting or offering to accept any compensation, financial or otherwise, to influence the name of an account or playlist or the content included on an account or playlist; or
(m) artificially promoting Content by automated means or otherwise.
3. Using the Platform
3.1 You must ensure that your access to, and use of, the Platform is not illegal or otherwise prohibited by laws that apply in your jurisdiction.
3.2 Any information on the Website or otherwise provided to Users is supplied in good faith but we do not guarantee its accuracy or completeness.
3.3 Despite our use of reasonable endeavours to verify the identity of Users on the Platform, User acknowledge that, to the extent permitted by law, we do not warrant the reliability, legitimacy, repute, or credibility of any User (including any Artist).
3.4 You agree that you have sole responsibility for any activity that occurs on your account. You must keep your account details and password secure, as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account.
3.5 The Platform may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Website, or external websites that advertise the Website, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.
3.6 You must take precautions to ensure that when accessing the Platform, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Website and use of the Platform.
3.7 While using the Website, and any associated services provided by the Platform, you must not:
(a) misuse any part of the Website by introducing viruses, trojans or other material that is malicious or technologically harmful;
(b) attempt to gain unauthorised access to any part of the Website, the server on which the Website is stored or any server, computer or database connected to the Website;
(c) engage in any activity that interferes with or disrupts the Platform or the servers and networks that host the Platform or use the Platform other than for its intended purpose;
(d) attempt to circumvent, disable or otherwise interfere with any security-related features of the Platform or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Platform or the content of the Website;
(e) unless otherwise expressly stipulated in this Agreement, copy, adapt, distribute, display, reproduce or transmit any content displayed or published on the Platform;
(f) engage in any abusive or derogatory behaviour; or
(g) advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap.
3.8 We may contact you by email or provide you with information by posting notices on the Website. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.
3.9 We may, at our absolute discretion, terminate, suspend or delete your account or restrict your access to the Platform (or any part of the Platform) for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing your account details or other content contained in your account. We will not be liable to you or any third party for doing so.
3.10 If you fail to comply with these Terms, we may, in our absolute discretion and without liability:
(a) immediately, temporarily or permanently withdraw your right to access and use the Platform and the Website (including deletion of your account);
(b) take any other legal action against you; or
(c) refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.
4. User Registration
4.1 To access certain parts of the Platform, you must register with us and enter into a subscription arrangement by providing us with Registration Data as requested. You may not use one email address to register for multiple accounts.
4.2 We reserve the right to decline your registration request if you do not pass our verification process.
4.3 You are entitled to a 3-day cooling off period. If you cancel your subscription during this cooling off period, you are entitled to a full refund on any moneys advanced to us under these Terms.
4.4 In order to use the Platform and access any content, you must be older than 18 years old or be 13 years or older and have your parent or guardian’s consent to these Terms. If you are under the age of 18 years but above the age of 13, we may ask you to confirm that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf. Even if we do this, by submitting Registration Data to us, you acknowledge that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf.
4.5 If you are a parent or guardian who has permitted a person under the age of 18 (a “Minor”) to create an account, you agree to:
(a) exercise supervision over the Minor's use of our Platform and their personal account with us;
(b) assume all risks associated with the Minor's use of our Platform and their account, including the transmission of content or information to and from third parties via the internet;
(c) assume any and all liabilities resulting from the Minor's use of our Platform and their account;
(d) ensure the accuracy and truthfulness of all information submitted to us and the Website by the Minor; and
(e) provide the necessary consents contained in these Terms on behalf of the Minor.
4.6 We reserve the right to take legal action and seek compensation from a parent or guardian of a Minor for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Website by that Minor.
4.7 Subject to clause 4.4, if you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and/or as required by us.
4.8 If you provide us with Registration Data, you consent to the following:
(a) you may receive emails from us regarding details of your registration, orders and/or purchases made through your account, and/or information relating to your access and use of the Platform and your account; and
(b) from time to time, we may email you regarding our Platform or third-party products and services which we believe may be of interest to you, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and/or provide customised email communications to you.
5. Artist Registration
5.1 To access certain “Artist” sections of the Platform, you must register with us as an Artist by providing us with Registration Data as requested. All Artists must also register as Users in accordance with clause 4.
5.2 We reserve the right to decline your registration request as an Artist if you do not pass our verification process.
5.3 Once registered as an Artist, you may post, upload, and/or contribute Content to the Platform.
5.4 If registered as an Artist, you acknowledge that:
(a) by uploading, posting, transmitting or otherwise making available any Content via the Platform, you grant to us a non-exclusive, worldwide, royalty-free, perpetual, revocable, sub-licence to use, publish, reproduce, distribute and make available to the public the Content, on and in connection with the Platform, the promotion and marketing of the Platform and the Tremorz business, in any and all formats and through any and all media channels;
(b) you warrant that all Content uploaded by you as a registered Artist are yours, and you have all proprietary rights to post such Content, and to grant us the rights to such Content (including the license granted in clause 5.4(a)) free from any and all claims;
(c) you will be personally liable for a breach of any Intellectual Property Rights of a third party resulting from Content you have uploaded;
(d) you accept that all remuneration for Content sold on the Platform will be denominated in TZ;
(e) you allow us to refer to you in any publicity we engage in after we have provided you with the Platform or during our provision to you of the Platform;
(f) you are responsible for payment under any third party agreements you may have regarding Content;
(g) we are not responsible for a third party agreements you may have regarding Content, and will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with use of the Content;
(h) if there is a dispute between you and any third party as to the ownership or authorised use of an account (including the account of any of your delegates), then the Platform may suspend all access to such account at any time and without any liability to you, your delegates and/or any other person or entity;
(i) unsold Content cannot be removed unless requested and approved by an administrator of the Platform (via email: email@example.com) and, if approved, any such removal may take up to 15 Business Days to implement;
(j) Content that has been sold to a User cannot be removed and may continue to be circulated in a secondary market on the Platform in accordance with clause 7.6; and
(k) acknowledge that we may change the Terms for Artists at any time in our sole discretion by prominently posting a revised version of the Terms within the Platform or by sending you a notice to the email address linked with your account.
5.5 Tremorz does not claim any ownership rights in your Content you post to the Platform. You will continue to retain any rights you may have in your Content, including any Intellectual Property Rights or other proprietary rights associated with your Content, subject to the licence provided in clause
6. Purchase of TZ credits and use of the Platform
6.1 All services offered on the Platform require Users (including Artists) to acquire TZ credits via the Platform. Our TZ credits are priced so that $1.1AUD (inclusive of GST) is equivalent to 10 TZ credits.
6.2 To the maximum extent permitted by law, we reserve the right to refuse a sale or TZ credits to any User.
6.3 If your nominated payment method triggers our internal suspect transaction protocols, we may contact you to confirm additional details, or rescind the transaction. In this case, until your order has passed our fraud prevention and anti-money laundering and counter-terrorism financing protocols your order will not be fulfilled. If you do not provide the requested information within 7 days, your order will be cancelled and your payment will be refunded back to you via the method in which you paid. These information requests are sent to help protect credit card holders from online fraud though we provide no guarantee that we will identify any or all instances of online fraud that may occur in relation to any order made on or via the Platform.
6.4 You agree and acknowledge that:
(a) Users are required to purchase a paid subscription directly from Tremorz by paying a subscription fee of 30 TZ (equivalent to AUD$3.3 (including GST)) on a monthly basis (in advance) or according to some other recurring interval agreed with you. Following payment of the initial subscription fee, your subscription will automatically renew at the end of the applicable subscription period (unless you cancel your subscription via the Platform before the end of the then-current subscription period) and the following monthly payment will be automatically deducted from the TZ credits held in your e-Wallet;
(b) we may change the price for the subscription, including recurring subscription fees from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Platform after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the paid subscription prior to the price change going into effect; and
(c) we do not provide refunds or credits for any partial subscription periods. Payment Processing for TZ credits
6.6 You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions, except to the extent we are required to do so under any applicable law.
6.7 If your nominated payment method triggers our internal suspect transaction protocols, we may contact you to confirm additional details, or rescind the transaction. In this case, until your order has passed our fraud prevention protocols your order will not be fulfilled. If you do not provide the requested information within 7 days, your order will be cancelled and your payment will be refunded back to you via the method in which you paid. These information requests are sent to help protect credit card holders from online fraud though we provide no guarantee that we will identify any or all instances of online fraud that may occur in relation to any order made on or via the Platform. Withdrawal and refunds
6.8 Provided that you have supplied us with valid bank account details in your name and your e-Wallet holds equal to or more than 500 TZ, you will be able to withdraw all applicable TZ credits in your e-Wallet in Australian Dollars via electronic funds transfer at the rate of 10TZ:1AUD at a withdrawal fee of 10TZ credits (equivalent to $1.10AUD (including GST)). You will not be entitled to the GST component of any TZ credits held on withdrawal.
6.9 To protect Users, if your password has been reset, you will not be able to withdraw applicable TZ credits in your e-Wallet in the 5 Business Days following the change of password.
6.10 If a purchase of Content has been cancelled, refused or cannot be met due to unavailability of Content, TZ funds paid in relation to that order will be refunded in full into your e-Wallet as soon as is reasonably practicable. You will be provided with email acknowledgement of the cancellation and refund.
6.11 You will not be able to receive a refund for Content already purchased.
6.12 If your e-Wallet holds less than 500 TZ, you will not be able to withdraw TZ credits. You may, however, purchase additional TZ credits so that your e-Wallet holds equal to or more than 500 TZ, at which point you will be able to withdraw your TZ credits in accordance with clause 6.9..
6.13 If you are an Artist and we receive a complaint from a User about your Content, we are entitled to withhold the applicable TZ/freeze your e-Wallet and refund the applicable Users at our sole discretion.
7. Purchase, payment and resale of Content
7.1 All prices for Content and associated content that are displayed on the Platform:
(a) are subject to change without notice; and
(b) are in TZ credits and are fixed once your order has been confirmed. Subsequent price changes either up or down will not be retroactively applied to confirmed orders.
7.2 Promotional discount codes may be given at our sole discretion on terms and conditions notified at the time of the relevant promotional offer or discount.
7.3 Payment for Content listed may be made via the Website using available TZ in your e-Wallet or by any of the methods specified on the Platform. We accept no responsibility for transactions that occur outside the Platform.
7.4 You acknowledge and agree that:
(a) a listing on the Platform for the provision of Content constitutes mere information, and does not form part of any offer to sell that Content;
(b) you may place an order by clicking on the TZ price button located on Content, and then clicking the "confirm" button. Orders are subject to the availability of the Content requested in the order;
(c) an order is not accepted and legally binding on us until we confirm that:
(i) there is sufficient TZ in your e-Wallet to process payment and that payment has been received for the order;
(ii) the Content is available; and
(iii) the order has been processed; and
(d) we reserve the right, at our absolute discretion, to cancel your order at any time prior to the transfer of the Content to you;
(e) if an order has been cancelled, refused or cannot be met due to unavailability of Content, funds paid in relation to that order will be refunded in full into your e-Wallet as soon as is reasonably practicable; and
(f) the Artists retain all intellectual property rights and other rights (including Moral Rights) to Content created by them and the purchase of Content on the Platform does not transfer any commercial or promotional use rights to you and does not constitute a grant or waiver of any rights of the copyright owners.
7.5 If registered as an Artist, you:
(a) will have the ability to sell your Content on the Platform to other registered Users at a price of your discretion, denominated in TZ (Sale);
(b) agree that we will charge a service fee on each Sale that you enter into with a User (Sale Charge). The Sale Charge is currently 20%, but may be varied as set out on the Website or as notified by us from time to time;
(c) are entitled to the balance of each Sale, or to split the balance amount with other Artists, once the Sale Charges have been deducted; and
(d) acknowledge and accept that all remuneration with be denominated in TZ.
7.6 As a User and subject to availability on the Website, you:
(a) have the ability to on-sell to another interested User any Content that you have previously purchased via the Platform (Resale);
(b) agree that we will charge a service fee on each Resale that you enter into with a User (Resale Charge). The Resale Charge is currently 30%, but may be varied as set out on the Website or as notified by us from time to time (currently, 15% of the Resale Charge will be provided to the original Artist of the Content and 15% will be retained by us);
(c) acknowledge that, subject to a change in the Resale Charge as set out on the Website or as notified by us from time to time, you will only receive 70% of revenue from such a sale, with 15% being provided to the applicable Artist or Artists and 15% to Tremorz; and
(d) are entitled to the balance of each Resale once the Resale Charges have been deducted.
8.1 In addition to our rights under clause 3, we may, at our absolute discretion, terminate these Terms or cease to supply you with access to the Website and/or the Platform, if:
(a) it transpires that you have provided false or misleading information to us, another User or otherwise via the Platform;
(b) you are found by us to be offensive or abusive to a User; or
(c) you fail to pay any fees or charges payable by you on time or at all.
8.2 If your access to the Website and/or the Platform is terminated for any reason, we will:
(a) be entitled to payment for any outstanding fees or charges properly incurred by us up to the date of termination and any fees or charges incurred during any applicable notice period or otherwise specified in these Terms; and
(b) return all applicable TZ to you within 15 business days in accordance with clause 6.
9.1 We will, within a reasonable period of time, investigate any alleged error or issue regarding any of the Platform, provided that you notify us in writing within seven (7) days of becoming aware of the error or issue with all necessary information to be able to investigate the error or issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Platform to you.
9.2 You agree to use your reasonable endeavours to ensure that the information that you supply us is complete and accurate and notify us in writing if there is any change to the information supplied.
9.3 If you are an Artist, you warrant that you own all Intellectual Property Rights and other proprietary rights to all Content which you upload to the Platform and you have and shall have the right to post such Content, and to grant us the rights to such Content (including the license granted in clause 5.4(a)) free from any and all claims.
9.4 Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Platform provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.
9.5 Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.
10.1 To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Website or downloading of any material posted on it or on any website linked to it. We recommend Users ensure they have up-to-date virus checking software installed.
To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation Content sold, or advertised, via the Website, where fault can be attributed to another User (including an Artist).
10.2 You agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with:
(a) the provision or use of the Platform, the Website or these Terms;
(b) breach by you of any of your obligations under the Terms; and
(c) breach of any third party’s Intellectual Property Rights; or
(d) failure by you to provide us with valid bank account details.
10.3 You agree that, in any event, our maximum aggregate liability to you under these Terms will be no more than AUD $100.
10.4 The User acknowledges and agrees that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.
10.5 This clause 10 survives termination or expiry of these Terms.
11.1 To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Website and your use of the Platform.
11.2 You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Website, the Platform and any breach by you of these Terms.
11.3 You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any User due to your actions, and you indemnify us from and against any and all claims by any User in relation to your actions (including Content created and posted by you).
11.4 This clause 11 survives termination or expiry of these Terms.
12.1 You acknowledge that all Intellectual Property Rights in the Platform and Website are the property of us (or our licensors) and your use of, and access to, the Platform and Website does not give you any rights, title or interest in or to the Platform or Website. Unless expressly authorised either under these Terms or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Platform or Website or any part of the Platform or Website.
12.2 You may not modify or copy the layout or appearance of the Platform or any computer software or code contained in the Platform, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Platform.
12.3 You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the Platform or Website on another website or commercialise any information obtained from any part of the Platform or Website without our prior written consent.
12.4 By uploading, posting, transmitting or otherwise making available any Content via the Platform or Website, you:
(a) grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licence to use, publish, reproduce, distribute and otherwise exploit the Content in any form for any purpose and unconditionally waive any moral rights that you might have in respect of the Content; and
(b) represent and warrant that you either own the Intellectual Property Rights in that Content or have the necessary permission to upload, post, transmit or otherwise make available that Content via the Platform or Website.
12.5 We reserve the right to terminate any licence granted to you under the Agreement and/or remove any of Content from the Platform, at any time, for any reason and without notice to you.
12.6 If Tremorz is notified by a copyright holder that any Content infringes a copyright, Tremorz may in its sole discretion remove such Content from the Platform, or take other steps that we deem appropriate, without prior notification to the Artist or other party who supplied or posted that Content (noting that Content that has been sold to a User may not be easily removed and may be circulated in a secondary market on the Platform in accordance with clause 7.6). If such User or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to us with a request to restore the removed Content, which we may or may not honour, in our sole discretion.
12.7 You agree that you will not modify or copy the layout or appearance of the Platform nor any computer software or code contained in the Platform, and that you will not decompile, disassemble, reverse engineer or otherwise attempt to discover, interfere with or access any source code related to the Platform.
13. Unavoidable Events
We will not be liable to you if we are prevented from, or delayed in, providing the Platform due to acts, events, omissions or accidents beyond our reasonable control (“Unavoidable Events”). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Platform as soon as reasonably practicable.
14. Dispute resolution
14.1 If you have a complaint about the performance of these Terms or the Platform, please contact us at firstname.lastname@example.org in the first instance clearly noting:
(a) the circumstances of the complaint;
(b) all relevant User accounts related to the complaint; and
(c) all relevant Content related to the compliant,
14.2 Following receipt of the Written Complaint, Tremorz will take reasonable time to consider the Written Complaint, determine a possible solution and notify you of the solution.
14.3 If the Written Complaint relates to a technical issue, Tremorz will attempt to rectify the issue as soon as possible. If the Written Complaint involved an unjustified decrease of TZ funds in your e-Wallet and cannot be rectified, we may refund the relevant TZ credits in full into your e-Wallet as soon as is reasonably practicable.
14.4 If the Written Complaint relates to the behaviour of another User, the Written Complaint must provide screenshot of the relevant behaviour and Tremorz will then consider the terms of the Written
Complaint and may:
(a) decide to take no actions;
(b) issue a written warning to the User; or
(c) temporarily ban or permanently ban a User, in Tremorz’s absolute sole discretion.
14.5 If the Written Complaint relates to the Intellectual Property Rights in Content, the it must include evidence supporting this and Tremorz will then consider the terms of the Written Complaint and, following consideration of the Written Complaint will seek a response from the accused Artist and:
(a) if a response is not provided within 15 Business Days the User that brings the Written Complaint is deemed to have a valid complaint and Tremorz will freeze the account of the Artist in question; and
(b) if the accused Artist disputes the Written Complaint within 15 Business Days, Tremorz may give the Users written notice requiring the dispute to be referred to an independent third party, who will have authority to settle the dispute, noting that:
i either party may by written notice to the other refer the dispute over the Intellectual Property Rights to arbitration administered by the Institute of Arbitrators Australia or a similar appropriately qualified body. The arbitrator will be as agreed between the parties or, failing Agreement, an arbitrator will be appointed by a duly authorised representative of the selected arbitration body;
ii a party may not commence court proceedings in relation to a dispute relating to or arising out of the Written Complaint until it has exhausted the procedures in this clause unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that damages would otherwise be inadequate to compensate; and
iii the costs of dispute resolution will be shared equally by the parties unless otherwise agreed in writing; and
(c) following a determination in arbitration, the appropriate Intellectual Property Rights holder may request the Content be removed from the Platform.
14.6 This clause 14 survives the expiry or termination of these Terms.
15. Linking to the Website
15.1 You may link to the Website, provided that you do so in a way that is fair and legal and does not damage, or take advantage of, our reputation. You must not establish a link in a way that suggests any form of association, approval or endorsement by us where none exists.
15.2 You must not establish a link to the Website from any website that is not owned by you (except with the website owner’s express permission).
15.3 The Website must not be framed on any other website.
15.4 We reserve the right to withdraw linking permission under this clause 15 by updating these
Terms on the Website.
17.1 We may assign, sub-contract, or otherwise transfer any or all of its rights and/or obligations under these Terms. You may only assign, subcontract, or otherwise transfer any or all of your rights and/or obligations with our prior written consent, which can be refused at our absolute discretion.
17.2 We reserve the right to make changes to this Agreement without notice to you. Any amendments to this Agreement will have immediate effect from the time that they are published on the Platform.
17.3 Although we do our best to provide the most up-to-date information on the Platform as this becomes available, we cannot warrant the accuracy or completeness of the information provided.
17.4 We and you are independent. No contractor, agency, partnership, joint venture, fiduciary or employment relationship is created by these Terms. Neither we nor you will have, nor represent that we or you have, any authority to make any commitments on the other party's behalf except expressly pursuant to these Terms.
17.5 Any provision of these Terms that is found to be void or unenforceable will, to the extent that it is void or unenforceable, be severed from these Terms without affecting the enforceability or validity of any other provisions.
17.6 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
17.7 These Terms are governed by the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there.
17.8 These Terms and any document expressly incorporated in them contain the whole agreement between us and you in respect of the subject matter of these Terms and supersede and replace any prior written or oral agreements, representations or understandings between the parties. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms.
18.1 In these Terms, the following expressions have the following meanings, unless otherwise stated:
“Artist” means any person or entity who lists original Content for sale on the Platform either personally or via an authorised representative;
“Content” means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Website, or otherwise displayed, uploaded or published on, or uploaded to the Platform by an Artist (and specifically excludes any “cover” or “remixes”);
“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including, but not limited to, all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
“Payment Processing Services” means any services that we provide pursuant to these Terms which are to be used to process payments in relation to purchases on the Platform;
“Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Website including, but not limited to, your name, date of birth, gender and contact details;
“Resale Charge” means the charges set out in clause 7.6, calculated at the rates set out in clause 7.6 or as otherwise published by us on the Website or the Platform from time to time;
“Sale Charge” means the charges set out in clause 7.5, calculated at the rates set out in clause 7.5 or as otherwise published by us on the Website or the Platform from time to time;
“Platform” refers to the online portal located on or via the Website through which Content can be bought and sold and any associated services we provide pursuant to these Terms;
“Terms” means these User Terms and all of the terms of any order placed by you through the Website;
“User” means any person or entity using the Platform, whether they are an Artist or a person who browses, visits or otherwise uses the Website or the Platform; and
“Website” means the website located at www.tremorz.io or any other website nominated by us from time to time, our mobile application once available on the iOS App Store and Google Play store, and any associated services, software, networks or processes.