Resonate Player Terms of Use

The Cooperative

Welcome to Resonate. As a Cooperative, Resonate is primarily concerned with providing great services to you, the member. Unless otherwise noted, use of Resonate services is restricted to members in good standing. If you are not already a member, please sign up now as a Music-Maker, Label, or Listener and start enjoying the benefits of #stream2own.

The Cooperative’s objectives are:

  • to provide members with a music exchange platform, which enables the promotion, distribution, sale and/or exchange of music and related products and services.
  • to undertake all activities related to the development and maintenance of the above.
  • to engage in any transaction that may seem to the Board of the Cooperative to be directly or indirectly conducive to achieving the objects otherwise outlined in these rules.
  • to advance Cooperative Values and Principles that create social capital through participatory management and democratic governance processes.

Acceptance of Terms of Use

The following terms and conditions, together with any documents they expressly incorporate by reference, (collectively these “Terms of Use”), govern your specific conduct related to use of the Resonate (“Resonate”, “we”, “us”, “our”) music player and website. However, as a Cooperative, your use of the player is further governed by your membership of the Cooperative and the governing documents of our Cooperative, namely, the Resonate Rulebook and Operating Manual.

By signing up or otherwise using the Resonate service, websites, and software applications (together, the “Service(s)”), or accessing any content or material that is made available by Resonate through the Service, you agree to be bound and abide by the following Terms of Use.

In addition, by registering for an account you represent and warrant that you (1) are the age of majority in your jurisdiction (typically age 18) or, (2) are over the age of 13 and have the express permission of a legal guardian to obtain an account and to use Services in connection with the account.

Registration: You agree to (a) only provide accurate and current information about yourself, (b) maintain the security of your passwords and identification,(c) promptly update the email address listed in connection with your account to keep it accurate so that we can contact you, and (d) be fully responsible for all uses of your account. You must not set up an account on behalf of another individual or entity unless you are authorized to do so.

We have duplicated some useful information from other sources here for your convenience, but please note that you should consult both the Rulebook and Operating Manual as appropriate.

Changes to the Terms of Use (Last Updated on March 29, 2019)

From time to time, the Cooperative may make changes to these terms of use in consultation with our membership. All changes made to the Terms of Use are effective immediately. When we make such changes we will 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. After we have provided such reasonable notice, your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you frequently check this page and read any such notice carefully. If you do not wish to continue using the Service under the new version of the terms of use, you may terminate your agreement by contacting members@resonate.is.

Description of the platform

The Music

As a music platform built by the people, for the people, our existing catalogue is populated by membership of independent artists and labels. All content provided by our users for the service is provided on the basis of a non-exclusive licence.

Your responsibility: You represent, warrant, and agree that the music posted or otherwise shared by you on Resonate does not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material.

The Player

The Resonate music player is currently in private beta. Due to the continued development and rapid deployment of enhancements and new features, some bugs are to be expected. All members using the player during this beta phase do so with an express understanding that the player is still in development and service will be affected accordingly.

Members will be fully engaged in the pace and direction of the development of the #stream2own player. The more they stream, the faster we develop. And members are able to vote on which features we prioritise in our development. Regular announcements of elections and key votes will be made via our newsletter, blog and social channels well in advance of those events.

Using the Player

The Resonate music player provides fans with streaming and download services through our innovative #stream2own model. Certain services may be offered without charge from time to time. Otherwise, all #stream2own services are provided in exchange for Resonate credits.

#stream2own

#stream2own is a process by which the user streams music on a pay-per-play basis, with the cost of a play increasing as the number of plays increases. Once the user has listened to a track for a certain number of plays, the user now 'owns' that track and will no longer pay for future plays. (Particular elements of this model may change in the future, in order to be compliant with legal requirements. One is example is to pay publisher and/or performance royalties if a member is continuing to stream a track from our service versus their own collection.)

Streaming

Each time you listen to a track (a "play") the appropriate credit will be deducted from your account and the play number will be recorded. A play is defined as listening to the track for more than 45 seconds.

Owned

Once a user has made nine valid plays of a track (the "acquisition play"), you have now come to own the track. You may now enjoy unlimited streaming of said track through the Resonate music player without further payment and may download the said track subject to the Resonate #stream2own licence. At this point, Resonate cannot guarantee that all owned tracks will be available for download in perpetuity.

Promotion/Reduced/Gratis Plays

Music-Maker members may provide plays to fan members at promotional, reduced and gratis rates. These will be clearly marked as such in the Resonate Player. Such plays will not apply towards the #stream2own model. Some artists may choose to enable their songs as both “paid” and “free.” This status means that if a listener is not logged in, they can hear the track for free, but it will not count towards their 9 “stream to own” plays. If the same listener is logged in, then they will pay for the streams, which helps in both building up their #stream2own count, but also to support both the artist and the platform.

Member Support

Please contact us at members@resonate.is in case you have issues or questions about the player.

Uploading Content - Music Makers

Music on the Resonate Beta Player

Any member may only upload content to the Resonate music player which (i) they have all the appropriate rights to distribute via streaming and digital download or (ii) they have all appropriate permissions from the appropriate rights holders.

While in beta, Resonate Cooperative will not enter into agreements with any type of Performance Right Organisation (PRO). Therefore, only members that (i) are not members of a PRO or (ii) indemnify Resonate Cooperative for any liability or associated costs arising from their membership, may upload content to the Resonate music player. While Resonate has every intention of paying legally required licensing fees to composers (and in some jurisdictions, performers), during our beta phase we are still in the process of gathering data in order to make a sound judgement as to the functioning of these payments and fees within our unique system. In such case that a determination is made that performer and composer fees are owed, these will be made in addition to the current 70% portion already paid to artists.

Licence Agreement

By uploading music to Resonate, the member grants Resonate Cooperative a revocable licence to distribute content on the member's behalf via streaming and digital download in accordance with the #stream2own model.

A musician member can revoke this licence at their discretion by simply disabling a track from being streamed. Disabled tracks will remain in our system until manually deleted by the content owner. However, the track will remain available for digital download by all members which own the track via #stream2own for 12 months from the start of the notice period.

Member Rights and Responsibilities

Members own their Music

You retain any copyright that you may have in your music. You hereby agree that your music: (a) is legally owned by you or an organization you represent, (b) is in the public domain, or (c) if not owned by you, that you are authorized by law to post or share with others. All of your music must be appropriately marked with licensing (or other permission status such as fair use) and attribution information (coming soon).

Removal: Resonate Cooperative may, but is not obligated to, review your music and may delete or remove any content with notice from any of the Services in its sole discretion.

Rights Granted to Members

The Resonate Service is the property of Resonate and Music-Maker members own the content (including copyrights and trademarks) they provide to the Resonate Service (Resonate Licensors). Resonate and Resonate Licensors grant you a limited, non-exclusive, revocable license to make use of the Resonate Service, and a limited, non-exclusive, revocable license to make personal, non-commercial, entertainment use of the content on Resonate. Further, once Resonate has successfully moved out of its beta phase and is released as its final product, for music provided to you in accordance with the #stream2own model, after payment for the ninth stream of a song owned by a Resonate Licensor, the Resonate Licensor agrees that the non-exclusive, revocable license of the specific content then converts into a non-exclusive, IRREVOCABLE license to make personal, non-commercial copies and entertainment use of the song. For example, after payment of the ninth stream of a song, the Resonate Licensor gives the listener the right to download the song and play it without further payment, forever, and with the same rights as if they purchased the song outright.

You promise and agree that you are using the content for your own personal, non-commercial, entertainment use and that you will not redistribute or transfer the Resonate Service or Resonate Licensors’ content.

The following is not permitted for any reason whatsoever:

Law infringements

Resonate Cooperative may be requested to remove any and all music tracks that have been uploaded in violation of the rights of the right-holder and infringements on copyright and/or related rights. Resonate may be required to remove that content from the Resonate music player and not make it available for future sale and we may also have to deny continued access to anyone who previously purchased such content. This means that you may lose access to purchased content previously available to you through the Resonate Beta Player.

If Resonate Cooperative is required by law to no longer provide content through the Resonate music player, Resonate will not be required to provide a refund to the member, except as required by applicable law.

If you discover any content available through Resonate’s music player that you believe infringes your copyright, please report this to copyright@resonate.is.

As Resonate Cooperative may be required by law or these terms of use to remove content from the Resonate music player it is recommended that members back-up all owned tracks.

Content Removal

Any Music-Maker member can request that their content be removed from Resonate’s music player under these Terms of Use. All members with outstanding streams needed to own the affected tracks will be given 12 weeks in which to purchase the outstanding plays and download that specific track. All tracks will be available to download from the Resonate music player for 12 months from the commencement of the notice period.

Service Limitations and Modifications

As mentioned above, Resonate’s music player is still in private beta, we reserve the right at any time and for any reason to suspend or discontinue the access to our site or the music player temporarily or permanently. However, we do commit to provide reasonable notification to all members when prolonged shutdown is necessary.

Resonate Cooperative reserves the right to change the features of the music player or its web site of any type of account at any time. As described above, substantial changes to the music player or any of its features will be part of a collective decision where all members of the Cooperative are invited to participate via regular or special elections. All members are able to vote on which features we prioritise in our development.

Payments, Cancellations and Cooling Off - Fans

Resonate Credits and Payment Method

Currently, Resonate credits can only be purchased with a valid credit card, including international credit cards that are enabled to purchase goods or services abroad. Resonate will charge the amount in Euros and the actual cost of the transaction will be determined by the purchaser’s bank or credit card provider.

Payment Data

If you purchase Resonate credits, or otherwise make purchases or receive royalties from Resonate through the Service, your credit and debit card information (such as card type and expiration date) and other financial data that we need to process your payment may be collected and stored by us and/or the payment processors we work with. We may also collect limited information, such as your postal code, mobile number, and details of your transaction history, all of which are necessary to provide the Service. In addition, the payment processors generally provide us with some limited information related to you, such as a unique token that enables you to make additional purchases using the information they’ve stored, and your card’s type, expiration date, and certain digits of your card number.

BY ACCEPTING OUR PRIVACY POLICY YOU EXPRESSLY AUTHORIZE RESONATE TO USE AND SHARE YOUR DATA WITH RESONATE PARTNERS AND CERTAIN TRUSTED BUSINESSES AND SERVICE PROVIDERS, WHICH MAY BE LOCATED OUTSIDE OF THE COUNTRY OF YOUR RESIDENCE, THE INFORMATION PROVIDED BY YOU TO RESONATE, EVEN IF SUCH INFORMATION IS COVERED BY LOCAL BANKING SECRECY LAWS. YOU ACKNOWLEDGE AND AGREE TO THE IMPORTANCE OF SHARING SUCH INFORMATION FOR THE PROVISION BY APPLICABLE LAW, YOU EXPRESSLY WAIVE YOUR RIGHTS UNDER SUCH BANK SECRECY LAWS WITH REGARD TO RESONATE AND ANY AND ALL OF THEIR TRUSTED BUSINESS PARTNERS AND SERVICE PROVIDERS, WHICH MAY BE LOCATED OUTSIDE YOUR COUNTRY OF RESIDENCE. YOU ARE ALSO AGREEING THAT THIS CONSENT IS GIVEN FOR THE DURATION OF YOUR RELATIONSHIP WITH RESONATE.

RESONATE WILL NEVER SHARE OR SELL YOUR DATA TO A THIRD PARTY FOR FINANCIAL GAIN. PERIOD.

Payments - Music-Makers

Revenue Split

All gross streaming revenue generated by content distributed by a member through the platform through will be shared between the member and the platform on a 70/30 basis (Music-Maker/Resonate) unless otherwise agreed between the member and Resonate. In the event that a member is registered with a PRO or there are other rightsholders that have been identified, an additional amount of revenue may be distributed in the future to satisfy potential liability to these parties.

Payment Conditions

Resonate Credits

A musician member may choose to transfer their earnings into Resonate credits for use within the player.

Register for Payments

Within the artist account there are fields indicating IBAN bank numbers (for Europe) and Paypal (outside Europe). The Resonate Cooperative reserves the right to change the means of payment to Music-Makers. The members will be notified in advance within 28 days of the change.

Payment Cycles

Automatic payment systems are not yet enabled within Resonate, but are anticipated in the near future. Payments to artists within the EU (via bank transfer) will occur in regular, monthly intervals, once a minimum threshold such as 10€ has been earned. Also coming soon – instant payout buttons triggering an automatic withdrawal. Before these features arrive, at any point an artist would like to withdraw their earnings (provided they reach the minimum threshold) they may request a payout by email at members@resonate.is.

Software Licence

The Resonate software applications and Resonate Licensors content are licensed, not sold, to you, and Resonate retains ownerships of all copies of the Resonate software applications, even after installation on your personal computer, mobile handsets, tablets, and/or other relevant devices.

Resonate IP

The Resonate Cooperative retains and owns all IP developed in conjunction with staff, freelance developers, volunteers and the community at large. The majority of all software developed by the Cooperative (with the exclusion of personal data) will be made available via various open source licenses via our code repository on Github. Various components of the code base may have unique licenses as appropriate to those particular features.

Member Code of Conduct

Resonate Cooperative encourages positive relationships between their members. Such relationships should contemplate the following:

Respect: all members are responsible for treating others with respect. As a global co-op we encourage a diverse environment where respectful and constructive interactions should be the norm. We expect all members to avoid posting content that can be harmful or offensive to others.

Copyright: we support a community of creators and their work. We do so by making sure that each original creator gets credit for their work. Helping ensure all content is associated with the right creator is a collective responsibility. Send an email to copyright@resonate.is if you have found content that infringes your copyright.

Agree to abide by Member Code of Conduct

All Resonate Cooperative members agree to subscribe to and abide by the terms of our Member Code of Conduct, which establishes minimum rules for a positive experience within our global community.

Termination

Resonate Cooperative may modify, suspend, or terminate the operation of, or access to, all or any portion of the Services at any time for any reason. Additionally, your individual access to, and use of, the Services may be terminated by Resonate at any time and for any reason.

By you: If you wish to terminate this agreement, you may immediately stop accessing or using the Services at any time.

Automatic upon breach: Your right to access and use the Services terminates automatically upon your breach of any of the Terms.

Warranty and Disclaimer

All the info on the Resonate music player and website is provided by “Resonate Bbeyond Sstreaming Llimited” and, while we attempt to keep all information correct and up to date, we make no representations or warranties about the accuracy and availability of it. You rely on any such information entirely at your own risk. Under no circumstance will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits stemming from or in connection with, the use of our music player or website. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

Third party sites

You are able to link content to other websites which are not under the control of Resonate Cooperative. We have no control over the availability, content or nature of any sites you connect to. We make all the efforts to keep our music player and web site functioning and running properly. However, we are not responsible for, and will not be liable for, the unavailability of these websites due to technical issues beyond our control.

Severability

If any part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Indemnification

You agree to indemnify, defend and hold harmless Resonate, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Resonate reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Resonate in asserting any available defenses.

Choice of law, mandatory arbitration and venue

These Terms of Use shall be governed in accordance with the laws of Ireland. Should we fail to enforce any right or provision of these Terms of Use, such failure will not be considered a waiver of those rights. In the event that any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will still remain in effect. These Terms make up the entire agreement between us regarding use of our music player and website and replace any prior agreements we might have between us regarding your use of our website.

Class Action Waiver

Any arbitration under these Terms of Use will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Resonate Cooperative agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Contact Us

Resonate welcomes your questions or comments regarding the Terms:

RESONATE BEYOND STREAMING LIMITED
6-9 Trinity Street Dublin 2, Ireland
Email Address: members@resonate.is
Telephone number: 344445555

Effective as of August 31, 2017