Thank you for choosing HA9 (“HA9”, “we”, “us”, “our”). By signing up to or otherwise using the HA9 platform, app, service, websites, and software applications (together, the “HA9 Service” or “Service”), you are entering into a binding contract with Eoun SL (dba HA9), an Andorran based company with Andorran NRT registration number L-714220-X and commerce number 929289Z.
In order to access and use the HA9 Service, you need to be at least 18 years old and have the power to enter a binding contract with us and not be prevented from doing so under any law. If you are under 18, you must be able to provide proof of your guardian’s consent. You also promise that the information you submit to us is true, accurate and complete, and you agree to keep it that way at all times.
If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and bind the entity to the Agreements, and that you agree to the Agreements on the entity's behalf.
“Recordings” shall mean any and all audio recordings that you submit to HA9 by uploading through the Services.
“Stores” shall mean any and all, now known or future, digital Internet consumer stores (such as Spotify, Deezer, iTunes and Amazon etc.), and/or any other digital retailers of music which HA9 has, from time to time, entered into an agreement with.
“Metadata” shall mean the music metadata, the information embedded in an audio file that is used to identify the content. This includes, but is not limited to, track title, band or artist name, type of music, label and the year the track was released.
“Territory” shall mean the world or specified applicable territory.
GRANT OF RIGHTS
You grant us the right to sell and make use of your recordings for digital downloads, interactive and non-interactive streaming, cloud services and streaming-on-demand services. This grant of rights does not, however, constitute a transfer of ownership.
By using our Services you grant us, during the Term and throughout the Territory,
Any and all rights granted to us above, are granted on a royalty-free license basis. This includes the use of any lyrics and videos of the Recordings, if you have submitted any.
YOUR HA9 ACCOUNT
In order to access certain features of the Service, you must create and/or sign into a user account (“HA9 Account”) of your own. Creating an account is completely free. Use of another’s account is not permitted. When creating your HA9 Account, you must provide accurate and complete information.
You are solely responsible for the activity that occurs on your HA9 Account. You are also responsible for maintaining the security of your account password, as well as the passwords of any third party services that you may have elected to link to your account.
We will always make a reasonable effort in ensuring that our Services are available. Should the Services be interrupted in any way, we will make a reasonable effort to correct the interruptions without delay. We are, however, not liable for any errors, delays or interruptions that might occur.
YOUR MUSIC, MATERIALS AND INFORMATION
When you upload your Recordings through our Services, you are asked to submit Metadata as well as cover artwork for use on the Stores. You submit the Recordings, cover artwork and any other information and material (jointly “Material”) at your own expense and in formats required for use on the Stores.
You are fully responsible for everything you submit to us. If we find it unsuitable, we reserve the right to, in our sole discretion, remove the information and/or prevent you from using our Services and/or any or all Stores.
You submit the Recordings to us in a pre-agreed format and for a pre-agreed release date. The release date will be locked and you may not change it.
We will always do our best to perform the Services. HA9 is, however, not responsible for any third-party failures in distributing the Recordings or Materials, or removing the same or any failures by you to adhere to the instructions given for distribution of your Recordings.
ROYALTIES AND PAYOUTS
You agree that your royalties are subject to the conditions and pro rata provisions as agreed in each agreement HA9 has entered into with the Stores. The price is determined by us and the Stores, in our sole discretion.
The Stores report your earned royalties to us. Royalties will be credited to your HA9 Account monthly. The royalties refer to previous months as reported to us by the Stores, after we’ve received payment from the Stores. Each Store has their own timeline delay of reporting your earned royalties, usually between 1-3 months. When royalties have been credited to your account, you are able to request to withdraw the money. Do note that due to the reporting delay, you will not receive any royalties during your first month(s) until HA9 has received the first reports from the Stores on your earnings.
The minimum amount of earnings you can pay out is $50 USD and cannot be paid out in parts. Your earnings are accumulated and will be carried over until you reach the threshold of $50 USD. The payout process takes approximately 1-7 business days. We will do our best to comply with this.
The payout service used is Hyperwallet. You must hold a Hyperwallet account to be able to receive your royalties earned. HA9 reserves the right to add and change the payout service. We reserve the right to withhold a payout should we suspect that the information is incorrect, that you are involved in any fraudulent or illegal behaviour, that an unauthorised person has accessed your account or if we suspect that you have uploaded infringing Recordings.
Should a Store report the wrong amount, however great, of royalties that you have earned, HA9 reserves the right to retroactively amend this. HA9 assumes no liability regarding reports from Stores.
For our Andorran users. To be tax compliant with current tax laws, it’s mandatory for us to collect your personal number to be able to report to the Andorran Tax Agency how much you’ve earned in royalties each year.
We have entered into agreements with different Stores for the purpose of distributing your Recordings. You may choose the Stores you want your Recordings to be delivered to. The agreements that HA9 enter with the Stores shall determine the terms on which your Recordings are sold or made available. It might vary from time to time, which Stores HA9 has entered into an agreement with. Therefore, HA9 cannot guarantee the sale and/or exploitation of the Recordings in any particular Store. HA9 assumes no liability if your Recordings are not made available in a particular Store or in any way taken down by the Stores.
HA9 assumes no liability for any interruptions, delays, errors or any suspensions of access, reports or payouts, in the Stores, neither in whole nor in part.
When you upload your Recordings, Metadata and other Material through the Service, we will send your Recording to the Stores. You will receive a locked release date, which you cannot change. Do note, that each Store determines the delivery time for the distribution of your Recordings. We do not assume liability for the delivery times of the Stores.
You can split royalties for a Recording with other HA9 users. You can also receive royalty splits from other users’ Recordings. Users who are not paying for a Subscription to HA9 PRO will pay a commission of 15% on their share of the royalties earned from the Recording(s) they are invited to or create (the “Commission”). The Commission will be withheld on royalties earned from the period not paid for. Should you start paying for HA9 PRO, you will not pay the Commission on royalties earned during your Subscription period.
You can add and edit royalty splits for new and previously released Recordings. Once new royalty splits are submitted, all invited users must accept and confirm the invites before any royalty splits can take effect. Royalty splits submitted will take effect on royalties reported from the same month the splits were confirmed. Should you have submitted royalty splits for a new Recording, all royalty splits must be confirmed on the day the Recording is released. Should there be any unconfirmed splits, the unconfirmed split will be reverted and assigned to the user whose account is the owner of the Recording.
You may not in any way use our Services for any unlawful purpose or for the following reasons.
In any way that is or have the purpose of being unlawful, infringing or fraudulent. For the purpose to harm or attempt to harm any other person in any way You may not upload any Recordings or Materials which may.
Contain hateful, racist or inflammatory material. Promote sexually explicit or violent material. Promote discrimination based on race, religion, nationality, disability or sexual orientation. Promote, advocate or assist in any illegal activity. Threaten, harass, upset or alarm any other person or invade on their privacy. Impersonate any person. We also do not allow the uploading of the following type of Recordings.
Generic music like rain or forest sounds Covers of classical music Podcasts, Audio Books and Radio shows Parodies and tributes HA9 reserves the right to, in its sole discretion, determine if a Recording or if you have breached the above or any other section of the Agreements. If we find that a breach has occurred, we take such and any action we deem appropriate. We might, but not limited to, temporarily or permanently remove your Account and any and all Recordings and/or material uploaded through our Services, withhold any royalties attributable as well as freeze your Account, without notifying you. Should your Account be frozen, you will be able to log in and access information about streams and royalties accrued, as well as make payouts.
THIRD PARTY APPLICATIONS
The HA9 Service may be integrated with third party applications, websites, and services (“Third Party Applications”) to make the Services available to you. These Third Party Applications may have their own terms and conditions and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that HA9 does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
YOUR USE OF THE HA9 SERVICE
The HA9 Service may be used and accessed solely for lawful purposes. You agree to abide by all applicable laws and regulations in connection with your use of the Service. You agree and warrant that you will not use the HA9 Service to transmit, distribute, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.
Your HA9 Account shall be used solely by you and may not be transferred or shared with any third-party. You acknowledge that you are exclusively responsible for all usage or activity on your HA9 Account. You shall immediately notify HA9 of any breach of security or unauthorized use of your HA9 account. Any fraudulent, abusive, or otherwise illegal account activity, including manipulated streams, shall constitute a basis to terminate your account. You agree to indemnify HA9 against any liability and costs arising from such improper use of your HA9 Account.
YOUR LIABILITY AND WARRANTIES
You agree and warrant that you will not distribute, transmit or store any files or material that might infringe copyrighted works. You also agree that you will not promote violation of third party’s intellectual property rights. If you do, you acknowledge that HA9 may at any time, and in its sole discretion, remove your Recordings, disable access to the Services without notifying you and withhold any royalties assignable to the Recordings that are an infringement of copyrighted work, violates third party rights, or is subject to forced activity.
You also agree that:
- You are not under any disability, restriction or prohibition to enter into the Agreements and grant the rights under the Agreements.
- You are responsible for all the Recordings and other materials and information uploaded through the Services.
- You are the owner or legally represent the owner of the Recordings and the materials and that you possess full power and authority to enter into and perform under the Agreements.
- You have not entered into any agreement which may conflict with the Agreements.
- You have obtained all applicable and relevant consents and rights from, but not limited to, any owners, artists, musicians, producers, other persons and companies involved in the production of the Recordings.
- You have, in the case of a cover version (a recording of a song/lyric for which you are not the author or owner) obtained all relevant consents for such use, and be able to present this consent to us.
- The Recordings are original and do not contain any samples which have not been cleared or else infringe upon the right of any person or third party.
- You shall not commit any act which might damage the reputation of HA9 or might inhibit, restrict or interfere with the exploitations of the Recordings.
- If you’re not the artist/owner of the Recordings, you have a valid and presentable agreement with the Artist that grants you all the rights to enter into this Agreement.
Moreover, you agree not to:
- distribute, alter or modify any part or parts of the Service;
- circumvent any technology used by HA9, its licensors, or any third party to protect the Service or any content on the Service;
- sell, rent, sublicense or lease any part of the Service; provide your password to any other person or using any other person’s username and password;
- “crawl” the Service or otherwise use any automated means (including bots, scrapers, and spiders) to collect information from HA9 and its Services;
- include or introduce any malicious content such as malware, Trojan horses, spyware, cancelbots or other viruses and malicious codes.
You also agree that you will comply with all of the other provisions of the Agreements, at all times during your use of the Service.
You agree that HA9 may terminate your HA9 Account and withhold any royalties if you violate the Agreements or, if HA9 or any Store believes, in HA9’s and that Store’s good faith discretion, that you are infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent or forced activity, including manipulated streaming.
Moreover, you agree and warrant that you shall not, in any way, conduct in any forced activity or systematic listening, and that if you do so, it may result in HA9 and/or a Store deleting and blocking your HA9 Account and removing any or all uploaded Recordings, without notifying you.
You agree that you are solely responsible for (and that HA9 has no responsibility to you or to any third party for) any breach of your obligations under the Agreements and for the consequences (including any loss or damage which HA9 may suffer) of any such breach.
You acknowledge again that HA9 may at any time, and in its sole discretion, remove your Recordings, disable access to the Services without notifying you and withhold any royalties assignable to the Recordings if you breach any of the above. Moreover, if you have uploaded any Recordings that infringes any intellectual property of another artist, HA9 may withhold any royalties assignable to the Recordings, and pay them out to the copyright owner.
INFRINGEMENT AND REPORTING OF CONTENT
HA9 respects the rights of intellectual property owners. If you believe that any content on the Service infringes your intellectual property rights or other rights, please contact customer support. If HA9 is notified by a copyright holder that any content infringes a copyright, HA9 may in its sole discretion take actions without prior notification to the provider of that content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to HA9 with a request to restore the removed content.
OUR RIGHTS We reserve the right to amend, discontinue or terminate our Services under this Agreement, at any time.
We reserve the right to reject or remove any Recordings or Materials from the Stores and our Services, that you have uploaded through the Services. We also reserve the right to terminate your access to the Stores or Services without notice.
OUR INTELLECTUAL PROPERTY
The HA9 Service, including but not limited to, all related technology, data, tools, and design is the property of HA9 and its subsidiaries or its licensors. We grant you a limited, non-exclusive, revocable licence to make use of the HA9 Service.
The HA9 trademarks, service marks, trade names, logos, domain names, and any other features of the HA9 brand are the sole property of HA9 and its subsidiaries. The Agreements do not grant you any rights to use any brand features and HA9 trademarks whether for commercial or non-commercial use.
We value hearing from our users, and are always interested in learning about ways we can improve the Service. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you.
SERVICE LIMITATIONS AND MODIFICATIONS
HA9 will make reasonable efforts to keep the HA9 Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. HA9 reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the HA9 Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the HA9 Service or any function or feature thereof.
TERM AND TERMINATION
The terms of this Agreement shall commence and continue (the “Term”) unless terminated by either Party under the Agreements.
You may at any time terminate and cancel the HA9 Services by contacting Customer Support.
HA9 may terminate the Agreements or suspend your access to the HA9 Service at any time for any and no reason, including in the event of your actual or suspected unauthorised use of the HA9 Service and/or any content, or non-compliance with the Agreements. You may terminate your HA9 Account at any time by submitting a termination request to Customer Support.
Any sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
WARRANTY AND DISCLAIMER WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE HA9 SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE HA9 SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HA9 MAKES NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
LIMITATION OF LIABILITY YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE HA9 SERVICE IS TO UNINSTALL ANY HA9 SOFTWARE AND TO STOP USING THE HA9 SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL HA9, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE HA9 SERVICE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER HA9 HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE HA9 SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN $1,000 (one-thousand USD), TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
YOU SHALL INDEMNIFY AND HOLD HARMLESS HA9, ITS SUBSIDIARIES AND AFFILIATES (INCLUDING ANY DIRECTORS, MEMBERS, EMPLOYEES, MEMBERS AND OTHER REPRESENTATIVES) AND THE STORES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, LEGAL EXPENSES AND COUNSEL FEES, ARISING OUT OF ANY BREACH OR ALLEGED BREACH BY YOU OF THE ABOVE WARRANTIES AND REPRESENTATIONS AND/OR USE OF THE RECORDINGS OR MATERIALS AS PERMITTED HEREUNDER.
Other than as stated in this section or as explicitly agreed upon in writing between you and HA9, the Agreements constitute all the terms and conditions agreed upon between you and HA9 and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
SEVERABILITY AND WAIVER
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by HA9 to enforce the Agreements or any provision thereof shall not waive HA9’s or the applicable third party beneficiary’s right to do so.
HA9 may assign the Agreements or any part of them, and HA9 may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.
To the fullest extent permitted by applicable law, you agree to indemnify and hold HA9 harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any content submitted by you to the Service; (3) any activity in which you engage on or through the HA9 Service; and (4) your violation of any law or the rights of a third party.
HA9 takes no liability or responsibility for failures in providing any of our Services, if they are caused by an event outside HA9’s control. Force Majeure means an event beyond our control which prevents us from complying with any obligations under this Agreement. These events include, but are not limited to, fires, earthquakes, tidal waves, floods, war, hostilities, invasion, embargo, revolution, civil war, riot, strikes, lockouts, acts or threats of terrorism, commotion, failures of public or private telecommunication networks, third party force majeure and an epidemic.
Should an event of Force Majeure occur, HA9 will notify you as soon as reasonable and give an estimate when due fulfilment can be expected. You may cancel your Services with us if your Service is affected by Force Majeure.
JURISDICTION AND DISPUTE VENUE
The Agreements and our Services shall be governed by the laws of Andorra and any dispute regarding this Agreement shall be submitted to the exclusive jurisdiction of the District Court of Andorra la Vella, Andorra, as first instance.
CHANGES TO THE AGREEMENTS
Occasionally we may, in our discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we will notify you in advance. Your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.
If you have any questions concerning the HA9 Service or the Agreements, please contact our Customer Support.