Legal - Terms of Service
NUAIVO Music Distribution Agreement & Terms of ServiceVersion: 1.0
Effective Date: [Insert 10/07/2026] Last Updated: [10/07/2026]1.
Introduction
Welcome to NUAIVO. These Music Distribution Agreement & Terms of Service ("Agreement") govern your access to and use of the NUAIVO website, platform, software, applications, and all related services (collectively referred to as the "Services"). NUAIVO provides digital music distribution and related services that enable artists, musicians, composers, producers, record labels, rights holders, publishers and other authorised users to distribute music and associated content to Digital Service Providers ("DSPs") and other authorised digital partners throughout the world.This Agreement forms a legally binding contract between you ("you", "your", "User", "Artist" or "Rights Holder") and NUAIVO ("NUAIVO", "we", "our" or "us").By creating an account, accessing the Services, uploading any Content, requesting distribution, receiving royalties, or otherwise using any part of the Services, you confirm that you have read, understood and agreed to be bound by this Agreement.If you do not agree to these Terms, you must not use the Services.
2. About NUAIVO
NUAIVO is an online music distribution platform designed to help independent artists, record labels, composers, producers and rights holders distribute and manage their music worldwide.Our Services may include, but are not limited to:• Digital music distribution
• Distribution to digital streaming services and download stores • Release management
• Metadata management
• ISRC and UPC management
• Royalty collection and reporting
• Content management1• YouTube Content ID services (where available)
• Neighbouring Rights services (where available)
• Marketing and promotional services
• Artist profile management
• Label management tools
• Future products and services introduced by NUAIVONUAIVO acts as a digital distribution service provider. Except where expressly stated, NUAIVO does not acquire ownership of your copyrights or intellectual property.
3. Definitions
For the purposes of this Agreement, the following definitions apply.AccountThe registered user account created to access the Services.AgreementThese Music Distribution Agreement & Terms of Service together with any policies, schedules, guidelines or additional terms published by NUAIVO.ArtistAny individual performer, musician, vocalist, band, producer, composer, songwriter or other person identified in connection with a Release.ArtworkAlbum artwork, single artwork, EP artwork, promotional graphics, photographs, logos, images, videos and all visual assets supplied with a Release.ContentAny material uploaded to NUAIVO including, without limitation:• sound recordings • musical works
• lyrics
• performances• artwork
• videos
• metadata
• composer information • publishing information • promotional material
• AI disclosures
• any associated files.2Digital Service Provider (DSP)Any third-party platform that receives Content from NUAIVO for digital exploitation, including but not limited to Spotify, Apple Music, Amazon Music, Deezer, YouTube Music, TikTok, Meta platforms, Pandora, TIDAL, Beatport, Traxsource and any future distribution partner.DistributionThe delivery, hosting, encoding, publishing, licensing, streaming, downloading, sale, promotion or other authorised exploitation of Content through DSPs.Intellectual Property RightsAll copyrights, neighbouring rights, trademarks, database rights, design rights, moral rights and other proprietary rights recognised anywhere in the world.MetadataAll information relating to a Release, including but not limited to:• artist names
• featured artists
• composers
• lyricists
• producers
• publishers
• genres
• release dates
• copyright notices
• ISRC codes
• UPC codes
• parental advisory information
• contributor credits
• language
• territory restrictions
• AI disclosure information
• any additional identifying information.Net RoyaltiesThe royalties actually received by NUAIVO from DSPs after deductions for taxes, banking fees, currency conversion costs, payment processing charges, refunds, chargebacks and any other deductions expressly permitted under this Agreement.ReleaseAny single, EP, album, compilation, remix, music video or other digital product submitted for Distribution.3ServicesAll products, software, applications, websites, APIs and services operated by NUAIVO.TerritoryWorldwide unless otherwise restricted by law or by written agreement.User Any individual or legal entity using the Services.
4. Eligibility
To use the Services you must:be at least 18 years of age or have legal capacity to enter into binding contracts within your country of residence;provide complete, accurate and up-to-date information during registration;maintain accurate contact information at all times;comply with this Agreement and all applicable laws;have full authority to upload and distribute the Content you submit.If you register on behalf of a record label, company or other organisation, you represent that you have full legal authority to bind that organisation to this Agreement.NUAIVO reserves the right to verify your identity at any time.Failure to provide requested verification may result in suspension of your Account, withholding of royalty payments, removal of Content or termination of this Agreement.
5. Your Account
You are responsible for maintaining the security of your Account and password. You agree:• not to share your login credentials with unauthorised persons;
• not to impersonate another individual or organisation;
• not to create fraudulent or misleading accounts;
• not to use automated methods to access the Services without our written permission; • to notify NUAIVO immediately if you suspect unauthorised use of your Account.You remain responsible for all activities carried out through your Account unless caused by a security failure attributable to NUAIVO. NUAIVO may suspend or restrict access where we reasonably believe an Account has been compromised or is being used in breach of this Agreement.
6. Acceptance of Electronic Agreements
By creating an Account or using the Services, you agree that this Agreement may be accepted electronically.Electronic acceptance has the same legal effect as signing a paper contract.You also consent to receive legal notices, statements, payment notifications and other communications electronically.You are responsible for ensuring that your registered email address remains valid and capable of receiving communications from NUAIVO.Failure to read electronic communications does not invalidate any notice properly sent by NUAIVO.
7. Changes to this Agreement
NUAIVO may update this Agreement from time to time to reflect:• changes in applicable law;
• changes to DSP requirements; • improvements to the Services; • security requirements;
• technological developments;
• business changes.Where changes materially affect your rights, we will provide reasonable notice through the website, your dashboard or your registered email address.Continued use of the Services after updated Terms take effect constitutes acceptance of those revised Terms.If you do not agree with the revised Terms, you must stop using the Services and may request removal of your Content in accordance with this Agreement.
8. Independent Relationship
Nothing contained within this Agreement creates a partnership, joint venture, employment relationship or agency between you and NUAIVO.You remain an independent rights holder.5NUAIVO acts solely as your non-exclusive digital distribution service provider unless expressly agreed otherwise in writing.Nothing in this Agreement transfers ownership of your copyrights to NUAIVO except for the limited licences expressly granted under this Agreement.
9. Grant of Distribution Rights
By submitting any Release to NUAIVO, you grant NUAIVO a non-exclusive, worldwide, revocable licence, for the duration of this Agreement, to use your Content solely for the purpose of providing the Services.This licence authorises NUAIVO to:encode, convert and process your Content into formats required by Digital Service Providers ("DSPs");host, store and transmit your Content through secure servers and content delivery networks;deliver your Content to DSPs and authorised digital partners;reproduce your Content where technically necessary to facilitate digital distribution;make your Content available for streaming, downloading, licensing or any other form of digital exploitation supported by DSPs;supply metadata, artwork and associated information together with your Content;use excerpts of your Content solely for promotional purposes connected with your Release;appoint trusted subcontractors, technology providers and distribution partners to perform these activities on NUAIVO's behalf.
This licence is granted solely to enable NUAIVO to perform the Services requested by you.Except for the rights expressly granted in this Agreement, all Intellectual Property Rights remain your property.
10. Ownership of Content
You retain ownership of all copyrights and other Intellectual Property Rights in your Content. Nothing in this Agreement transfers ownership of:• sound recordings;
• musical compositions; • lyrics;
• artwork;
• trademarks;
• logos;
• performer rights;
• neighbouring rights;
• publishing rights;
• moral rights,except for the limited licence granted to NUAIVO under this Agreement.Where Content is owned jointly with another person or organisation, you confirm that you have obtained all necessary permissions required to distribute that Content through NUAIVO.1You remain solely responsible for resolving any ownership disputes between collaborators, producers, featured artists, publishers or other contributors.
11. Your Representations and Warranties
By uploading any Content, you represent and warrant that:you own the Content or have obtained all necessary rights, licences and permissions required for its distribution;the Content does not infringe the copyright, trademark, privacy, publicity or other legal rights of any third party;all metadata supplied is accurate, complete and not misleading;all featured artists, producers, writers and contributors have authorised their inclusion;all samples have been legally cleared;all cover versions comply with applicable licensing requirements;all artwork has been lawfully created or licensed;the Content complies with applicable laws in every territory where it is distributed;you have authority to enter into this Agreement.These warranties continue throughout the period during which your Content remains distributed through NUAIVO.
12. Content Standards
To protect artists, listeners and Digital Service Providers, all Content submitted to NUAIVO must comply with our quality standards.You must not submit Content that:infringes another person's intellectual property rights;impersonates another artist or organisation;contains deliberately misleading metadata;contains fraudulent ISRC or UPC codes;includes unauthorised recordings;promotes illegal activity;contains malicious software or harmful code;has been generated or manipulated for fraudulent purposes;has previously been removed by a DSP for policy violations unless expressly authorised forresubmission.
NUAIVO reserves the right to refuse any Release that fails to meet these standards.Acceptance of a Release for distribution does not constitute confirmation that the Release complies with applicable law or DSP policies.2
13. Metadata Requirements
Accurate metadata is essential to ensure that royalties are correctly allocated and that Releases are accepted by DSPs.You agree that all metadata submitted to NUAIVO will be:• accurate; • truthful;
• complete; • current;• properly formatted. You must not:• falsely identify another artist;
• use misleading song titles;
• misuse genre classifications;
• include promotional wording within artist names or track titles; • manipulate search algorithms through keyword stuffing;• submit misleading contributor information.NUAIVO may correct obvious formatting errors but has no obligation to edit metadata submitted by users.Where incorrect metadata results in DSP penalties, rejected Releases, delayed payments or legal claims, you remain solely responsible.
14. Artwork Requirements
Artwork submitted with a Release must:• be owned or properly licensed by you;
• comply with DSP artwork specifications;
• accurately represent the Release;
• not infringe any copyright, trademark or publicity rights; • not contain misleading branding or logos;
• not contain unlawful or prohibited material.NUAIVO may reject or request replacement artwork where it reasonably believes the artwork fails to meet industry standards or DSP requirements.
15. Delivery to Digital Service Providers
NUAIVO will use commercially reasonable efforts to deliver accepted Releases to the DSPs selected by you.3 However, you acknowledge that:• each DSP independently decides whether to accept Content; • each DSP may delay publication;
• release dates cannot always be guaranteed;
• DSPs may modify metadata;• DSPs may remove Content at any time in accordance with their own policies.NUAIVO has no control over editorial decisions, playlist inclusion, search rankings, recommendation algorithms or promotional opportunities offered by DSPs.NUAIVO does not guarantee:• acceptance by every DSP; • uninterrupted availability; • playlist placement;
• editorial promotion;• specific royalty levels; • listener numbers;
• chart positions.
16. Changes to Distributed Content
After a Release has been delivered to DSPs, certain changes may be restricted.Depending on the policies of the relevant DSP, changes to the following may require removal and re- submission of the Release:• artist name; • release title; • track title;
• artwork;• ISRC;
• release date;
• copyright information.NUAIVO will make reasonable efforts to process requested updates but cannot guarantee that all DSPs will implement those changes.You acknowledge that different DSPs maintain different policies and timelines for processing updates.
17. Removal of Content
You may request removal of your Content at any time through your NUAIVO account or by contacting our support team.NUAIVO will submit the removal request to relevant DSPs within a reasonable period.4You acknowledge that:• removal times vary between DSPs;
• cached copies may remain temporarily available;
• downloads previously purchased by customers may continue to exist; • some DSPs retain historical data relating to Releases.NUAIVO shall not be liable for delays caused by DSP processing times or technical limitations beyond our control.
18. Artificial Intelligence (AI) Content PolicyNUAIVO recognises that artificial intelligence has become an increasingly important creative tool within the music industry. We support responsible innovation while protecting artists, copyright owners, listeners and the integrity of Digital Service Providers ("DSPs").For the purposes of this Agreement:AI-Assisted Content means any Release in which one or more creative elements have been produced with the assistance of artificial intelligence, while a human creator has exercised meaningful creative control over the final work.Fully AI-Generated Content means any Release where substantially all musical, lyrical, vocal or instrumental elements have been generated by artificial intelligence without meaningful human creative authorship.You must accurately declare the use of artificial intelligence whenever requested during the upload process.You represent and warrant that:all AI disclosures made to NUAIVO are complete and accurate;you possess all rights necessary to distribute the Release;no AI system has been used in a manner that infringes the rights of another person;any cloned or synthetic voice has been lawfully authorised by the person whose voice isreproduced;the Release complies with the policies of every DSP to which it is submitted.NUAIVO reserves the right to request additional evidence supporting your declaration, including project files, session files, licensing documentation or other information demonstrating lawful ownership.NUAIVO may refuse, suspend or remove any Release where:• required AI disclosures are not provided;
• misleading declarations have been made;
• there is reasonable evidence of copyright infringement;
• a DSP rejects the Release because of AI-related policies;
• continued distribution could expose NUAIVO or its partners to legal or commercial risk.Nothing in this Agreement guarantees that DSPs will accept, monetise or continue distributing AI- generated or AI-assisted Content.
19. Synthetic Voices and Digital Performances
You must not upload any Release containing: • an unauthorised cloned voice;1• a synthetic performance designed to impersonate another artist;
• manipulated recordings intended to deceive listeners;
• deepfake performances that falsely suggest endorsement or participation by another individual.Where a Release includes an authorised synthetic voice or digital recreation, you must possess written permission from every person whose identity, voice or likeness has been used.NUAIVO reserves the right to request documentary evidence of such permission before or after distribution.Failure to provide satisfactory evidence may result in immediate removal of the Release.
20. Copyright Compliance
You remain solely responsible for ensuring that every Release submitted through NUAIVO complies with copyright law.You must obtain all licences and permissions required for:• musical compositions; • sound recordings;
• samples;
• interpolations;• remixes;
• cover recordings; • artwork;
• photographs;
• videos;
• trademarks;
• performer rights.Submission of a Release constitutes your confirmation that all necessary rights have been obtained. NUAIVO is not responsible for verifying ownership before distribution.
21. Copyright Complaints
If NUAIVO receives a copyright complaint, infringement notice or legal demand relating to your Content, we may:• temporarily suspend distribution;
• remove the Release;
• suspend royalty payments relating to the disputed Release; • request further documentation;
• suspend or terminate your Account.Where reasonably possible, NUAIVO will notify you before permanent removal. Nothing in this section prevents NUAIVO from taking immediate action where required by law or by a DSP.
22. Fraud Prevention
NUAIVO operates a zero-tolerance policy towards fraud. Fraud includes, but is not limited to:• artificial streaming;
• stream manipulation;
• bot-generated plays;
• click farms;
• fake followers;
• playlist manipulation;
• royalty laundering;
• identity theft;
• copyright fraud;
• account sharing for fraudulent purposes;
• submission of stolen recordings;
• repeated metadata abuse;
• submission of misleading artist information; • payment fraud.NUAIVO may investigate any activity that reasonably appears suspicious. Users agree to cooperate fully with any fraud investigation.
Failure to cooperate may result in suspension or termination of the Account.
23. Artificial Streaming
Artificial streaming damages artists, DSPs and listeners.
You agree that neither you nor anyone acting on your behalf will:• purchase streams;
• purchase followers;
• purchase monthly listeners;
• purchase saves;
• purchase playlist placements that violate DSP policies; • use bots or automated systems;
• employ click farms;
• artificially inflate streaming activity;
• encourage fraudulent streaming behaviour. Where artificial streaming is suspected, NUAIVO may:• suspend royalty payments;
• remove affected Releases;
• suspend the Account;
• terminate this Agreement;
• comply with requests made by DSPs or law enforcement authorities.NUAIVO's decision to investigate or suspend an Account does not require proof beyond reasonable doubt. A reasonable belief, supported by available evidence, is sufficient to protect the platform and its users while an investigation is carried out.
24. Platform Integrity
To maintain the quality and reputation of the Services, NUAIVO reserves the right to reject or remove Releases that:• contain misleading metadata;
• impersonate established artists;
• repeatedly recycle substantially identical recordings;
• consist primarily of spam uploads;
• are generated solely for algorithmic exploitation rather than genuine artistic distribution; • violate DSP quality standards;
• are submitted in unusually high volumes that reasonably suggest abuse of the platform.NUAIVO will exercise these powers reasonably and in good faith.
Removal of a Release under this section does not affect ownership of your copyright.
25. Identity Verification
NUAIVO may request identity verification at any time. Verification may include:• government-issued identification; • proof of address;
• business registration documents; • tax information;• proof of ownership of distributed Content;
• other documentation reasonably required to prevent fraud.Failure to complete identity verification within a reasonable time may result in:• delayed royalty payments; • suspension of Releases;
• account restrictions;4• permanent termination where fraud is reasonably suspected.All personal information collected during verification will be processed in accordance with NUAIVO's Privacy Policy.
26. Compliance with Digital Service Provider Policies
Every DSP maintains its own content standards and operational policies.
You acknowledge that:• DSP policies may change without notice;
• acceptance of a Release by one DSP does not guarantee acceptance by another; • DSPs may remove, demonetise or restrict Content at their sole discretion;
• NUAIVO has no authority to overturn DSP decisions.Where a DSP removes or rejects a Release, NUAIVO will use reasonable efforts to notify you where practical.NUAIVO shall not be liable for any losses arising from decisions made independently by DSPs.
27. Right to Refuse Distribution
NUAIVO reserves the right to decline distribution of any Release where we reasonably believe that distribution would:• breach applicable law;
• infringe intellectual property rights;
• expose NUAIVO to legal liability;
• breach DSP policies;
• damage the reputation of NUAIVO;
• facilitate fraud;
• compromise the security or integrity of the Services.Where appropriate, we may provide an explanation for the decision.
Nothing in this Agreement obliges NUAIVO to distribute every Release submitted through the platform.
28. Royalties and RevenueSubject to the terms of this Agreement,
NUAIVO will collect royalties received from Digital Service Providers ("DSPs") on your behalf for distributed Releases.Royalties are only payable on amounts actually received by NUAIVO from DSPs.NUAIVO does not guarantee that any Release will generate royalties or achieve any minimum level of earnings.Royalty payments remain subject to:• reporting received from DSPs; • fraud investigations;
• currency conversion;
• taxation requirements;• payment processor verification;
• corrections issued by DSPs;
• deductions authorised under this Agreement.
29. Net Royalties
For the purposes of this Agreement, Net Royalties means the gross royalty income actually received byNUAIVO from DSPs less any applicable:• payment processing charges; • banking fees;
• currency conversion costs;
• taxes required by law;• chargebacks;
• refunds;
• withholding taxes;
• fraud recoveries;
• deductions expressly disclosed within your selected pricing plan.NUAIVO will never deduct undisclosed administration fees from royalty payments.Any applicable service fees will always be clearly displayed before you purchase or subscribe to a Service.
30. Royalty Statements
Royalty reports will be made available through your NUAIVO dashboard as soon as reasonably practicable after NUAIVO receives complete reporting from the relevant DSPs.1Reporting schedules vary between DSPs. Accordingly:• reporting dates cannot be guaranteed;
• some DSPs report monthly;
• others report quarterly or less frequently;
• some royalty adjustments may relate to previous accounting periods.Royalty statements provided through the dashboard constitute the official accounting record for your Account.
31. Payment Schedule
Provided that your Account remains in good standing, NUAIVO will make royalty payments in accordance with your selected payment method.Payments will normally be processed after:• royalty reports have been received;
• identity verification requirements have been satisfied;
• applicable fraud reviews have been completed;
• minimum payment thresholds (where applicable) have been reached.NUAIVO will make reasonable efforts to process approved withdrawals promptly. However, processing times may vary depending upon:• banking systems;
• payment providers;
• public holidays;
• compliance reviews;
• currency conversion;
• anti-money laundering checks.
32. Payment Methods
NUAIVO may offer one or more payment methods, including:• bank transfer; • PayPal;
• Stripe;
• Wise;• other approved payment providers.
Available payment methods may differ depending upon your country of residence.2NUAIVO reserves the right to change or withdraw payment providers where reasonably necessary.
33. Currency Conversion
Where royalties are received in a currency different from your chosen payment currency, NUAIVO may convert those funds using commercially reasonable exchange rates provided by recognised financial institutions or payment providers.Exchange rate fluctuations are outside the control of NUAIVO.
NUAIVO shall not be liable for differences arising from foreign exchange movements.
34. TaxesYou are solely responsible for:• declaring your income;
• paying all taxes applicable to royalty income;
• complying with tax laws in your country of residence.Where required by law, NUAIVO may:• collect tax information;
• withhold taxes;
• report payments to tax authorities;
• request additional tax documentation before processing payments.Failure to provide requested tax information may delay payment of royalties.
35. Payment Disputes
If you believe a royalty statement contains an error, you must notify NUAIVO within twelve (12) months of the statement becoming available.Your notice should include:• the affected Release;
• the accounting period;
• the reason for the dispute;
• any supporting documentation.NUAIVO will investigate the matter in good faith. Adjustments will be made where an error is confirmed. NUAIVO shall not be responsible for reporting errors originating from DSPs.
36. Withholding of Royalties
NUAIVO may temporarily withhold royalty payments where reasonably necessary to:• investigate suspected fraud;
• investigate copyright ownership;
• comply with legal obligations;
• comply with DSP investigations;
• resolve conflicting ownership claims;
• recover overpayments;
• comply with court orders or government requests.Where practical, NUAIVO will inform you of the reason for the withholding.Royalties will be released once the relevant issue has been resolved, unless NUAIVO is legally prevented from doing so.
37. Unclaimed Royalties
It is your responsibility to maintain accurate payment details. Where royalty payments cannot be completed because:• payment information is incorrect;
• bank accounts have been closed;
• verification requirements remain incomplete; • payments are rejected by financial institutions,NUAIVO will make reasonable efforts to notify you.If royalties remain unclaimed for a prolonged period, NUAIVO may deal with those funds in accordance with applicable law.
38. Neighbouring Rights Services
Where offered by NUAIVO, Neighbouring Rights administration is provided as a separate service. Eligibility depends upon:• ownership of the relevant rights;
• applicable legislation;
• acceptance by collection societies;
• completion of required documentation.4Registration for distribution does not automatically register you for Neighbouring Rights collection. Separate registration may be required.
NUAIVO does not guarantee acceptance by any collection society.
39. YouTube Content ID
Where available, NUAIVO may offer YouTube Content ID administration. Participation is subject to YouTube's policies and eligibility requirements. You represent that:• you own all rights necessary for Content ID administration;
• your recordings are not subject to conflicting Content ID claims; • no third party is already administering those rights.You acknowledge that YouTube may reject or remove Content ID claims at its discretion. NUAIVO shall not be liable for decisions made independently by YouTube.
40. Marketing and Promotional Rights
To promote your Releases and the NUAIVO platform, you grant NUAIVO a non-exclusive, royalty-free licence during the term of this Agreement to use:• artist names; • stage names; • album titles; • track titles;• artwork;
• approved promotional photographs;
• short excerpts of audio;
• short excerpts of video;
• publicly available biographical information.These rights may be exercised solely for purposes including:• promoting your Release; • promoting NUAIVO;
• social media marketing; • editorial features;• playlists;
• newsletters;
• advertising;
• industry presentations. NUAIVO will not claim ownership of these materials and will cease future promotional use within a reasonable time following removal of the relevant Release, except where historical marketing materials have already been published or archived.
41. User Support
NUAIVO will use commercially reasonable efforts to provide customer support through available communication channels.Support may include assistance with:• account management; • release submissions;
• royalty enquiries;
• payment issues;• technical problems.
NUAIVO does not guarantee response times or continuous support availability.Support services may be limited during public holidays, system maintenance or exceptional operational circumstances.
42. Suspension and Termination
NUAIVO reserves the right to suspend, restrict or terminate your Account, temporarily or permanently, where we reasonably believe that:you have breached this Agreement;you have submitted Content without the necessary rights or permissions;you have provided false, misleading or incomplete information;you have engaged in fraudulent activity, including artificial streaming, copyright fraud or payment fraud;your Content has been repeatedly rejected or removed by one or more DSPs for policy violations;continued provision of the Services would expose NUAIVO, its users or its partners to legal,regulatory, financial or reputational risk;we are required to do so by law, court order or a competent regulatory authority.Where reasonably practicable, NUAIVO will notify you of the reason for any suspension or termination.Nothing in this Agreement prevents NUAIVO from taking immediate action where urgent action is reasonably necessary to protect the Services, comply with legal obligations, or respond to security threats.Termination of your Account does not automatically remove your distributed Releases. Unless otherwise requested by you or required by law or DSP policy, NUAIVO may continue to administer Releases already delivered to DSPs until a removal request has been processed.
43. Effect of Termination
Upon termination of this Agreement:• your right to use the Services immediately ends;
• NUAIVO may disable access to your Account;
• pending removal requests will continue to be processed;
• any royalties already accrued before termination will remain payable, subject to this Agreement; • any outstanding fees lawfully due to NUAIVO will remain payable.Termination does not affect any rights or obligations that accrued before the termination date. The following provisions survive termination to the extent necessary:• ownership of Content; • payment obligations; • royalty accounting;
• indemnities;• limitation of liability;
• dispute resolution;
• governing law;
• confidentiality obligations;1• provisions that by their nature are intended to survive.
44. Limitation of Liability
To the fullest extent permitted by applicable law, NUAIVO shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss or damage arising from or connected with the use of the Services.This includes, without limitation:• loss of profits;
• loss of revenue;
• loss of business opportunity; • loss of goodwill;
• loss of anticipated savings;
• loss of data;
• interruption of business;
• delays caused by DSPs;
• removal of Content by DSPs; • failure of third-party services.Nothing in this Agreement excludes or limits liability where such exclusion or limitation would be unlawful, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence where applicable law prohibits such limitation.Subject to the foregoing, NUAIVO's total aggregate liability arising out of or relating to this Agreement shall not exceed the total amount of fees paid by you to NUAIVO during the twelve (12) months immediately preceding the event giving rise to the claim.
45. Indemnification
You agree to indemnify, defend and hold harmless NUAIVO, its directors, officers, employees, contractors, affiliates, licensors and distribution partners from and against any claims, actions, proceedings, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising from or relating to:• your breach of this Agreement;
• your infringement of any intellectual property rights;
• your unlawful use of the Services;
• inaccurate or misleading metadata;
• any dispute concerning ownership of your Content;
• any claim brought by a third party arising from the distribution or exploitation of your Content.NUAIVO will promptly notify you of any claim for which indemnification is sought and will provide reasonable cooperation in the defence of that claim.2
46. Confidentiality
Each party agrees to keep confidential any non-public information obtained from the other party in connection with this Agreement, except where disclosure is:• required by law;
• required by a court or competent authority; • necessary to perform this Agreement;
• authorised in writing by the other party.This obligation does not apply to information that:• is already publicly available;
• becomes publicly available through no breach of this Agreement;
• was lawfully obtained from a third party;
• was independently developed without reference to confidential information.
47. Privacy and Data Protection
NUAIVO processes personal data in accordance with its Privacy Policy and all applicable data protection laws, including the General Data Protection Regulation (GDPR), the UK GDPR where applicable, and other relevant legislation.By using the Services, you acknowledge that your personal information may be processed for purposes including:• account administration; • identity verification;
• payment processing;
• fraud prevention;• customer support;
• legal compliance;
• provision and improvement of the Services.Further details regarding the collection, processing, storage and protection of personal data are set out in the NUAIVO Privacy Policy, which forms part of this Agreement.
48. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from events beyond its reasonable control.Such events include, without limitation:• natural disasters; • war;3• terrorism;
• civil unrest;
• pandemics;
• industrial disputes;
• governmental actions;
• power failures;
• internet outages;
• cyberattacks;
• failures of telecommunications infrastructure;
• failures of third-party hosting or cloud service providers.The affected party shall use reasonable efforts to resume performance as soon as practicable.
49. Assignment
You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of NUAIVO.NUAIVO may assign or transfer this Agreement, in whole or in part, in connection with:• a merger;
• acquisition;
• corporate restructuring; • sale of assets;
• transfer of the Services.Such assignment shall not reduce your rights under this Agreement.
50. Electronic CommunicationsY
ou consent to receiving notices, statements, disclosures and other communications electronically. NUAIVO may communicate with you through:• your registered email address; • your user dashboard;
• website announcements;
• in-app notifications.Electronic communications satisfy any legal requirement that such communications be in writing.
51. Changes to the Services
NUAIVO continually develops and improves its Services.4Accordingly, we may:• introduce new features;
• modify existing functionality;
• discontinue obsolete features; • replace technology providers;
• update technical requirements.Where changes materially affect your use of the Services, NUAIVO will provide reasonable notice where practicable.
52. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Member State tobe inserted], without regard to its conflict of law principles.
Where mandatory consumer protection laws apply in the country where you ordinarily reside, nothingin this Agreement shall limit those statutory rights.
53. Dispute Resolution
The parties agree to make reasonable efforts to resolve disputes through good-faith negotiation before commencing legal proceedings.If a dispute cannot be resolved informally, the parties may agree to participate in mediation before pursuing litigation.Nothing in this Agreement prevents either party from seeking urgent injunctive relief or other interim remedies from a court of competent jurisdiction where necessary to protect legal rights.
54. Entire Agreement
This Agreement, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy and any other documents expressly incorporated by reference, constitutes the entire agreement between you and NUAIVO relating to the Services.It supersedes all previous discussions, representations and agreements relating to the same subject matter.5
55. Severability
If any provision of this Agreement is found by a court or competent authority to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect.The invalid provision shall, where possible, be interpreted or replaced in a manner that most closely reflects its original commercial purpose.
56. No Waiver
Failure by NUAIVO to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other rights available to NUAIVO.Any waiver must be in writing and signed by an authorised representative of NUAIVO.
57. Contact Information
Questions regarding this Agreement should be directed to NUAIVO using the contact details published on the official NUAIVO website.
58. Acceptance
By creating an Account, uploading Content, subscribing to any Service, or otherwise using the NUAIVO platform, you acknowledge that you have read, understood and agree to be legally bound by this Agreement.You further confirm that you have the legal authority to enter into this Agreement and to grant the rights described herein.
NUAIVO Copyright & Notice-and-Takedown PolicyVersion: 1.0
Effective Date: [Insert Date] Last Updated: [Insert Date]
1. Purpose
NUAIVO respects intellectual property rights and expects all users of the Services to do the same.This Copyright & Notice-and-Takedown Policy explains how copyright owners, authorised representatives and users may report alleged copyright infringement relating to Content distributed through the NUAIVO platform.This Policy forms part of the NUAIVO Terms of Service and should be read together with our Acceptable Use Policy and Privacy Policy.
2. User Responsibility
Every user is solely responsible for ensuring that they possess all legal rights necessary to upload, distribute and monetise their Content.Before submitting a Release, you must ensure that you own or have obtained all necessary rights relating to:• sound recordings;
• musical compositions;
• lyrics;
• samples;
• interpolations;
• remixes;
• artwork;
• photographs;
• videos;
• performer rights;
• neighbouring rights;
• trademarks;
• any other protected intellectual property.Uploading Content through NUAIVO constitutes your confirmation that all required rights have been obtained.
3. What Constitutes Copyright Infringement?
Copyright infringement may include, but is not limited to:uploading recordings owned by another person;distributing music without the permission of the copyright owner;using unauthorised samples;copying artwork without permission;submitting another person's recordings under a different artist name;falsely claiming ownership of compositions;distributing recordings subject to exclusive agreements with another distributor;using cloned voices or synthetic performances without lawful authorisation where copyright or related rights are affected.
Each complaint will be assessed on its own facts.
4. Reporting Copyright Infringement
If you believe that Content distributed through NUAIVO infringes your intellectual property rights, you may submit a written copyright complaint.Your complaint should include:your full name;your organisation (if applicable);your contact email address;your postal address;sufficient information to identify the copyrighted work;sufficient information to identify the allegedly infringing Release;links to the relevant DSP pages where available;a description of the alleged infringement;a statement that you believe, in good faith, that the use complained of is not authorised by therights holder, its agent or the law;a statement confirming that the information provided is accurate and that you are the rightsholder or authorised to act on the rights holder's behalf. NUAIVO may request additional information before taking action.
5. Submission of Notices
Copyright notices should be submitted using the copyright reporting procedure published on the NUAIVO website or by email to:copyright@nuaivo.com NUAIVO may introduce dedicated online reporting forms to assist in the submission of copyright complaints.
6. Review of Complaints
Upon receiving a complaint, NUAIVO may:• acknowledge receipt;
• review the information provided;
• request additional documentation;
• contact the user who uploaded the Content; • request proof of ownership;
• seek clarification from both parties.NUAIVO aims to investigate complaints promptly but cannot guarantee specific response times. Complex ownership disputes may require additional investigation.
7. Temporary Removal
Where NUAIVO reasonably believes that immediate action is appropriate, we may:• temporarily suspend distribution;
• disable access to the Release within the NUAIVO platform;
• request DSPs to remove or suspend the Release where appropriate;
• temporarily withhold related royalty payments while ownership is investigated.Temporary removal does not constitute a final determination regarding ownership.
8. Counter-Notification
If your Content has been removed following a copyright complaint and you believe the removal was made in error, you may submit a counter-notification.Your counter-notification should include:• your full name;
• your account information;
• identification of the affected Release;
• a detailed explanation of why you believe you have the legal right to distribute the Content; • copies of licences, contracts or other supporting evidence where available;
• a statement confirming that the information provided is accurate.NUAIVO may provide the counter-notification to the original complainant where appropriate.
9. Ownership Disputes
NUAIVO is not a court and cannot determine legal ownership where multiple parties claim rights to the same Content.Where ownership is genuinely disputed, NUAIVO may:suspend distribution;withhold royalties relating to the disputed Content;request further evidence from all parties;maintain suspension until the dispute has been resolved by agreement, court order or other satisfactory evidence.
NUAIVO may decline to reinstate disputed Content until ownership has been clearly established.1
0. Repeat Infringers
Users who repeatedly submit infringing Content may be subject to escalating enforcement measures, including:• warnings;
• removal of individual Releases;
• temporary suspension;
• permanent account termination;
• refusal of future access to the Services.Repeated infringement may also result in the permanent withholding of access to certain platform features where permitted by law.
11. Fraudulent or Bad-Faith Notices
NUAIVO expects copyright complaints to be submitted honestly and in good faith. Knowingly submitting false, misleading or malicious infringement notices may result in:• rejection of the complaint;
• suspension of reporting privileges;
• referral to legal advisers where appropriate; • liability under applicable law.
12. Cooperation with Digital Service Providers
Where necessary, NUAIVO may cooperate with DSPs regarding:• ownership investigations; • copyright disputes;
• royalty adjustments;
• fraudulent activity;• metadata corrections; • content removals.DSPs retain the right to make independent decisions regarding the availability of Content on their platforms.
13. Cooperation with Authorities
Where required by applicable law, court order or lawful request from a competent authority, NUAIVO may disclose relevant information relating to copyright investigations.Such disclosures will be limited to the extent required by law.
14. No Guarantee of Distribution
Submission of a Release to NUAIVO does not guarantee that it will be accepted for distribution.NUAIVO may refuse distribution or remove Content where we reasonably believe that doing so is necessary to:• comply with legal obligations;
• protect intellectual property rights; • comply with DSP policies;
• prevent fraud;
• protect the integrity of the Services.
15. Limitation of Responsibility
NUAIVO acts as a digital distribution platform and does not independently verify the ownership of every recording, composition, artwork or other material submitted by users.Users remain solely responsible for ensuring that they possess all necessary rights before submitting Content.5NUAIVO shall not be liable for disputes arising solely from inaccurate ownership information supplied by users.Nothing in this Policy limits any rights or obligations set out in the Terms of Service.
16. Changes to this Policy
NUAIVO may update this Policy from time to time to reflect changes in copyright law, industry practice, DSP requirements or our Services.The most recent version will always be available on the NUAIVO website.
Where material changes are made, appropriate notice will be provided where required by law.
17. Contact
For copyright-related enquiries or notices, please contact:Copyright Compliance Officer
NUAIVO
Email:
contact@nuaivo.com
Website: www.nuaivo.com
