SUBSHARE TERMS OF USE

Welcome to the SUBSHARE® dynamic digital website (Site) and mobile (iOS/Android) Platform.

The facilities and services that may be accessed here are provided by Subshare Limited, a company incorporated in England and Wales under number 10556905 with its registered office at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX United Kingdom (Subshare).

These SUBSHARE® Terms of Use (Terms) relate to your use of the Site and the Platform. If you have any question about these Terms or generally about how our Platform works, you may contact us at [email protected] .


Accepting these Terms

These Terms, together with Subshare’s Privacy Notice and any other terms we specifically refer to, are the legally binding terms of an Agreement that is made automatically between you and Subshare if you use any function or facility on our Site or our Platform or by viewing, accessing, streaming, uploading or downloading any media or content on the Platform. In all cases, you will initially be uploading your musical works and other relevant content (Submissions) to the Platform, and have opportunities to develop them and exploit them commercially as we further explain below.

If you do any of these things you represent and warrant that you have understood these Terms and our Privacy Notice and will abide by them and that you are of the applicable age of majority in your jurisdiction, or, if you are under 13  years old and can demonstrate that you have your parents’ or legal guardian’s permission to use the Platform.

Subshare advises you to print off a copy of these Terms.

You should read these Terms (and our Privacy Notice very carefully. If you use the Site and/or the Platform, you are bound by them at the point that you click to indicate your acceptance. If you do not accept our Terms in this way, you cannot make use of the Platform by uploading your Submissions.

If you are only a Site visitor and you do not agree with any of these Terms, you should log off the Site and not make any further use of it.


Changes to these Terms

It is your responsibility to check these pages from time to time for updates to our Terms.

If we update our Terms, we will draw attention to this on the Site.

If you register to use the Platform (as described below) and these Terms are subsequently changed in any material respect, we will notify you in advance by sending a message to your account and/or an email to the email address that you have provided to us and the revised Terms will become effective six weeks after such notification.  You will have no obligation to continue using the Platform following any such notification but if you do not remove your Submissions during this six week period, your continued use of the Platform up to the end of that six week period will mean that you have accepted our   revised Terms.


What is the Subshare Platform?

Our Platform provides an online venue for creative, innovative and entrepreneurial music makers to collaborate as a community in the creation of collective musical productions. It operates on three levels, RIPPLE™, SUBSHARE® and NEPTUNE™ which have the following purposes:

  • at the RIPPLE level, you can develop your musical education by learning new things from others by uploading Submissions to invite coaching and positive guidance to learn more and find out how your Submissions might be improved.
  • through SUBSHARE, you can upload your Submissions (we refer to Submissions as Contributions once they are uploaded or moved to SUBSHARE); they might be audio, text, photos, pictures, graphics, music, lyrics and recorded performances. You can work with other participants in SUBSHARE to share and combine your Contributions with those of other people. You can agree with them to share any profits (in proportion to the developments everyone makes to your own Contributions) from any collaborative products made up of combined Contributions in final form (Completed Works) that might result which are made available for commercial downloads in the NEPTUNE stream.
  • NEPTUNE is the level at which Completed Works that have been developed in SUBSHARE may be made available for streaming, downloading, passive listening by our customers (Users) or outright sale to them. They will pay to do so and the revenues will be distributed amongst the owners of the Completed Works in proportions that they have previously agreed. You may upload your Submissions to any one of these levels or move through all or any of these levels in any direction

In more detail, these are the specific ways in which the RIPPLE, SUBSHARE and NEPTUNE levels operate:


RIPPLE™

  1. You can upload your Submissions to RIPPLE making them available for review if you want to attract other Participants (who we call Educators) who can show you how you can improve your Submissions by yourself and also provide coaching and positive guidance.
  2. You can say what specific help you want or indicate if you are only requesting general guidance from your Educators.
  3. It costs you nothing to upload your Submissions to RIPPLE. They can be listened to by anyone. But if an Educator agrees to help you, the Platform provides a way in which your Educator can show how your Submissions can be improved.
  4. To receive an Educator’s feedback, the Platform allows you to agree and make a one-off payment to the Educator which will be the fixed amount of £10 (unless your Educator requests, and you agree, a higher amount) but this payment is only due after you have engaged with an Educator.
  5. You can engage with as many Educators as you like.
  6. Subshare retains 10% of every such payment to cover its operating costs.

SUBSHARE®

  1. If you don’t feel your Submissions are complete, you can upload them as Contributions to SUBSHARE, at your option either immediately or after you have obtained help from your Educators in RIPPLE.
  2. You have the option of uploading to SUBSHARE three different Contributions free of charge and these Contributions may remain in SUBSHARE indefinitely.
  3. If you want to upload any more Contributions, you will have to pay a monthly subscription at the rate which is shown on our Site.
  4. In SUBSHARE, you can interact with other Participants and agree with them how your Contributions, which are likely to be incomplete, can be developed in combination with the Contributions of the other SUBSHARE participants (Participants) in agreed percentages.
  5. You specify what aspects of your Contributions might require arrangement, re-arrangement, remixing, transposition, revision or further Contributions added to them by other Participants.  As an example, it might simply be that you are looking for words or vocals that match your music.
  6.  Any other Participant (who we refer to as the Producer) may then offer you responses to your requirements as well as additional Contributions which he or she shall combine with yours on a blockchain basis in return for a percentage share (subshare) of the work as a whole.  You choose who your Producer may be, and you are not obliged to accept any subshare offer. You will be able to agree the subshare with the Producer to reflect the relative proportion of your original Contributions and the proportion of the additional Contribution that the Producer contributes to the work as a whole.
  7. The Producer will then take over control of the work.  He or she has the option of relinquishing part of his or her own subshare to additional Participants who may also wish to contribute to your original Contribution.  If this happens, the percentage you agree with the Producer (the amount you have not given away to the Producer) remains unaltered.  We call this subsharing.
  8. The subsharing process is concluded when your chosen Producer, at his or her discretion, decides when the work is a Completed Work and if the Completed Work can be put directly in NEPTUNE and/or into iTunes, Spotify or any other distribution medium or channel (Channel)) tagged with an International Standard Recording Code (ISRC) which allows for royalty payments to accrue to Subshare. We will then distribute them to the relevant Participants and the various subshares agreed determine the actual percentages that you, the Producer and any other Participants receive if the Completed Work attracts streams, downloads or outright offers to purchase if it is put in any Channel.
  9. In SUBSHARE it is essential that success criteria for each Completed Work is predicted by you and agreed with your Producer before it is placed in NEPTUNE. You will therefore decide how often you expect the Completed Work to be streamed or downloaded by Users if it is placed in NEPTUNE We explain this further in the NEPTUNE level descriptions below.
  10. The Producer does not have to put the Completed Work in NEPTUNE and/or in any other Channel. If it is not placed in any Channel, it can remain in SUBSHARE or be removed from it by the Producer at any time.

NEPTUNE

  1. NEPTUNE holds the Completed Works of all Participants which anyone can listen to in a freemium capacity or in return for payment of a subscription or other payment as Subshare determines.
  2. When the Producer decides to put the Media in any Channel, the ISRC is issued to Subshare so that whenever that Media is downloaded in any Channel, royalties are received by Subshare. For each Completed Work in any Channel, these royalties are distributed to you, the Producer and any other Participants whose Contributions have formed part of the Completed Work) in the Subshare proportions that you have agreed with the Producer (and any proportions of the Producer’s own subshare that the Producer has agreed with any additional Participants.
  3. Visitors (who may not necessarily be Users) to NEPTUNE can express “likes” and “dislikes” and other comments on any Completed Works but they may only hear short extracts not exceeding 15 seconds each for this purpose.
  4. If no one streams the Completed Work as often as the Producer anticipates over in the period (as has been determined in the SUBSHARE level), Subshare reserves the right to delete the Completed Work after giving notice to the Producer and to the other relevant Contributors. A stream is counted if at least 10 seconds of the Completed Work is played by the User. If Subshare deletes the Completed Work from NEPTUNE, the subshare is dissolved and the individual Contributions that are the components of the Completed Work are automatically put back into SUBSHARE or into RIPPLE as appropriate.
  5. Downloads of the Completed Work are counted as streams for the purpose described in the previous paragraph.
  6. We do not charge you or your Producer for keeping the Completed Work in NEPTUNE but Subshare retains 10% of all royalty payments it receives through the ISRC from streams and downloads before the rest of these payments are distributed in accordance with the subshare.
  7. Subshare retains all revenue from third-party advertising that is placed in NEPTUNE.

There is no reason why a Completed Work in any Channel cannot consist of a single complete Contribution which has not previously been shared in RIPPLE or developed in SUBSHARE

Subshare offers you a new way of collaborative music creation which surpasses the limits of other systems thus increasing turnover, lowering production costs and opening broader opportunities.  Whether you are a media creator, music maker, student, entrepreneur, media/PR agency, music business or just someone interested in music and related arts, Subshare is for you!


Your use of the Platform

If you want to upload any Submissions to the Platform, you must be registered as a Participant by Subshare. For this to happen, you must provide us with true, accurate and complete information about you, your bank account details and any further requested but necessary information relating to the Submissions you intend to submit. You must then create a username, password and profile and you will make any payment due to Subshare. Your information will be treated in accordance with our Privacy Notice.

Once your Contributions have been uploaded to the Platform, you are bound by your Agreement with us and your status as a submitting Participant begins.

You will however be entitled to upload up to three Submissions which are SUBSHARE Contributions before we ask you to pay the monthly subscription amount which is indicated on our Site.

You may request withdrawal of your Contributions and/or deactivation of your registration at any time but payments made to Subshare are not refundable.

You may use RIPPLE, SUBSHARE and NEPTUNE as you please in accordance with the explanations we give you above of how these levels work once you have registered with Subshare. All the information you provide to Subshare upon registration and at all other times, will be true, accurate, current and complete and you agree to update your information as necessary to maintain its accuracy.


Your SUBSHARE Contributions and resulting Completed Works

The Contributions you upload are subject to our review and acceptance before they may be stored by Subshare and made available to Educators or other Participants.  You acknowledge and accept that Subshare may in its own discretion refuse to feature any Contributions or Completed Works on the Platform or may only accept them if they are amended to be in a form or has a substance or quality or commercial value that makes them suitable to be featured on the Platform. Furthermore we may request that any Contributions or Completed Works are reasonably changed to avoid any liability that Subshare, in its sole discretion, perceives to apply if the Contributions or Completed Works were to appear on the Platform in the form in which you originally submitted or proposed to submit it.


Intellectual Property Rights

In these Terms, Intellectual Property Rights means all intellectual property rights inclusive of, but not limited to copyright (including rights to computer software and source code), moral rights, trade marks, domain names, rights in get-up, rights in goodwill or to sue for passing off, database right, design right, patents or know-how, rights to trade secrets and confidential information, and any other intellectual property and similar or related rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions or revivals of such rights and similar or equivalent rights or forms of protection which may now or in future subsist in any part of the world.

SUBSHARE® is a registered trade mark of Subshare Limited in the United Kingdom. NEPTUNE™ and RIPPLE™ and all respective logos and get ups are also trademarks and copyright works of Subshare and are therefore a component of our Intellectual Property Rights. Subshare reserves all rights in these trade marks and in all of its other Intellectual Property Rights.

The underlying source code and the visible content (text and graphics) of our Site are copyright works and the copyright in them belongs to Subshare or its licensors.

Notwithstanding the licence you grant under your Intellectual Property Rights to other Participants and the licences they grant to you (as set out below), no Participant shall infringe, or attempt to infringe, by the use any means however, the Intellectual Property Rights of each other. If Subshare becomes aware that this has happened or is likely to happen, it shall terminate the registration of the infringing Participant.

The following paragraphs set out the licences of respective Intellectual Property Rights that are granted by us and by you in order to ensure that the Platform can operate lawfully:

  1. Subshare grants to all Participants a non-exclusive, royalty-free, non-assignable licence for the duration of your Agreement to make use of the Platform as described in these Terms.
  2. In consideration of Subshare proving you with the means to upload your Submissions and make them available to others in  RIPPLE and SUBSHARE and downloaded as components of Completed Works  in NEPTUNE, and for other good and valuable consideration, you hereby grant to Subshare an non-exclusive, perpetual, worldwide, royalty-free licence (capable of being assigned or sub-licensed by us but not by you) under your Intellectual Property Rights to feature and use your Submissions  and make them available to other Participants  (including Educators and Producers), and allow your Contributions to be exploited commercially if they form part of any Completed Works  in NEPTUNE and generally for the respective purposes set out in or descriptions of the RIPPLE, SUBSHARE and NEPTUNE levels.
  3. In consideration of the coaching and criticism you receive from Educators in RIPPLE, you grant to such Educators the non-exclusive right (for as long as your Submissions are made available in RIPPLE) under your Intellectual Property Rights to adapt or manipulate your Submissions as appropriate in RIPPLE.
  4. In consideration of Producers and other Participants being willing to work with your Contributions in SUBSHARE, you grant to them the non-exclusive market to adapt, remix, modify, translate, transpose, add to, create derivative works (including Completed Works) from, and exploit your Contributions commercially if they form part of any Completed Works in NEPTUNE.
  5. In consideration of any royalties or payments you receive by way of a Subshare in specific Completed Works, you grant a non-exclusive, perpetual, worldwide, assignable licence to all persons and entities which stream or download such Completed Works from NEPTUNE or other Channels.

You represent and warrant that you own the Intellectual Property Rights in your Submissions and also that you have the right to grant the licences you give as set out above.

In the event of any outright sale of any Completed Work, you also represent and warrant that you are able to assign the Intellectual Property Rights in your Contributions within such Completed Work with full title guarantee and transfer ownership of all digital files to any User who is the purchaser (or enable Subshare to do so) by way of any such assignment. In the event that a User offers to purchase a Completed Work, the sale of your Intellectual Property Rights and that of other Participants who have contributed to such Completed Works shall be a matter for private negotiation and arrangement between you, the other relevant Participants and the purchaser.

Subject to the licences you grant, you retain your ownership and title to all Intellectual Property Rights in your own Submissions, subject further to any Intellectual Property Rights that may vest in third parties in relation to any materials that may be embedded in your Contributions. For the avoidance of doubt, Subshare does not claim any legal title to any of your Intellectual Property Rights in your Submissions or in any Completed Works.


Content prohibitions

Your Submissions must not include unlawful, defamatory, abusive, obscene, pornographic, lewd, discriminatory, threatening, profane, hateful, bigoted, racist or abusive material, any material that is objectionable otherwise or any material that abuses or exploits children.

You warrant and represent that the use of your Submissions  by themselves or within any Completed Works  and their  appearance on the Platform do not violate, misappropriate or infringe the rights of any third party including, without limitation, privacy and data protection rights, publicity rights, rights in personal image, likeness and reputation, copyright, moral right, trade mark or database right and any other Intellectual Property Rights  and you agree to pay any and all royalties, fees, costs, expenses and other monies owed to any third parties by reason of the Submissions  you upload.

Your Submissions may not contain material that incorporates information that you do not have the right to disclose or make available under any law or any contractual, fiduciary or employment relationship or under any non-disclosure agreement.

You must not upload any Submissions that infringe any Intellectual Property Rights of any third party.

Your Submissions  must not include any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid selling schemes or other forms of solicitation or contain any software viruses, worms, spyware, Trojan Horses or any other malware, computer code, files or programs that would interrupt, destroy or inhibit or compromise the functionality of any computer software or hardware or telecommunications equipment belonging to Subshare or to any other Participant .  You are not permitted to inject software content or code into any software of Subshare or into that of any other Participant.

You must not upload any Submissions to indicate, suggest or imply that you have any special relationship with Subshare or that we have endorsed you personally, any talents or attributes that you have, or any products or services that you may provide without our express written consent to do so.

You must not sell, transfer, licence or assign your registration, user name, password or any account rights nor may you create an account or subscription for anyone other than yourself or create any false profile or identity or multiple profiles for yourself.

You must not stalk, bully, intimidate, abuse, harass, threaten, impersonate or intimidate people or post private or confidential information such as, without limitation, any person’s credit card information, NHS numbers, social security details, passport numbers, other national identity numbers, employer references, non-public telephone numbers or non-public email addresses, or otherwise violate the publicity or privacy rights or the rights under any applicable data protection legislation, of any other person.

In particular, and in addition to these general prohibitions, you must follow our Platform Use Guidelines which you agree you have read and understood.  Our Platform Use Guidelines relate to your use of the Platform generally, how you communicate with other Participants and third parties through the Platform or, in specific circumstances, in other ways and to the content of your Submissions.

You must not attempt to prevent or inhibit another user from using the Site or the Platform or exercising their rights as Participants and you must not encourage any violations of any agreements made between other Participants and Subshare.

You are welcome to set up any private collaborative groups (such as Meet Up) relevant to collective use of our Platform with other Participants and prospective Participants, but Subshare does not endorse or actively support any such groups.

In the event that you obtain any earnings, revenues, royalties or other payments from downloads of Completed Works from NEPTUNE, you acknowledge that you will be responsible for any tax or national insurance payments due on such sums and that Subshare has no liability in this regard.

If you are or become aware of any threatened dispute or issues relating to your Submissions or in relation to entitlement to any Intellectual Property Rights, you represent and warrant that you will inform Subshare at the earliest possible opportunity and provide us with sufficient detail so that we may consider Subshare’s own position in relation to its own rights and entitlements.

In the event that a dispute arises in relation to any subsharing arrangements made with other Participants or in connection the license or sale of any Completed Works to any Users who stream, download or play them it shall be your sole responsibility to deal with the dispute.


Your indemnification of Subshare

You agree to defend at Subshare’s request and indemnify and hold Subshare harmless from and against all claims, liabilities, damages, losses and expenses including without limitation, reasonable legal fees and costs, arising out of or in any way connected with your Submissions  and any access to or use of the Platform by you, and of your dealings with other Participants and Users  introduced or facilitated by means of the Platform, your breach or alleged breach of Agreement with Subshare on these Terms, and any violation of any third party rights including, without limitation, any Intellectual Property Rights, right of publicity, confidentiality, property or privacy right your violation of any laws, rules, regulations, codes, guidelines, ordnances or orders of any governmental or regulatory authority or any misrepresentation made by you.

You will co-operate as fully required by Subshare in the defence of any claim of the nature we describe in the preceding paragraph.

Subshare reserves the right to pursue the exclusive defence and control of any matter subject to this indemnity and you agree that you will not settle any claim without the prior written consent of Subshare.


Subshare’s warranties and disclaimers

We will use all reasonable care and skill to ensure that the Platform operates and performs as we specify.

However, the Platform is only accessible on an “as is” and “as available” basis.  You use it at your own risk.  Subshare gives no representation, warranty or commitment and that your use of the Platform will be uninterrupted or error free or that the outcomes you receive when you get access to either the RIPPLE, SUBSHARE or NEPTUNE levels will meet your expectations and requirements.

Subshare is not responsible for any unavailability of the internet or delay or delivery failure resulting from the transfer of data over the internet or other communications networks or facilities or if your access to them is blocked by law or regulation in any particular country.

Subshare warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations under this Agreement necessary to set up and maintain the Platform in operation.

You accept and acknowledge that Subshare has no responsibility or liability for any Submissions you upload.

Subshare does not represent or warrant that it endorses any content within any Submissions and Completed Works  or any other material that has been uploaded or provided by you, or any comment on your Submissions  made by any Educator or other third party or that it believes any Submissions  or Completed Works  to be commercially valuable, aesthetically pleasing, suitable for any purpose (whether known or not), appropriate to be combined with other Contributions in SUBSHARE and/or placed in NEPTUNE by themselves or as part of any Completed Works, , complete, legal, or non-harmful.

We are under no obligation to make any Contributions you upload or attempt to upload or otherwise provide to us available for subsharing.

Subshare has no obligation to become involved in, or mediate, disputes relating to subsharing (including the subsharing percentages discussed between each Producer and the respective relevant Participant) or any agreement you make on the Platform with any other Participant, Producer or Educator or with respects to any Completed Works streamed or downloaded from NEPTUNE or with respect to any licence with respect to your Intellectual Property Rights.


Our limitation of liability

Under no circumstances will Subshare be liable to you for

  • any loss or damage of any kind (including, without limitation for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages) that are directly or indirectly related to your use of the Site or the Platform; or
  • your use of or inability to use the Site or the Platform; or
  • any action taken in connection with the investigation by Subshare or by any law or government enforcement authority regarding your use of the Site; or
  • any action taken by or in connection with any third party Intellectual Property Rights owners; or
  • any omission in the provision or availability of the Site or the Platform or the operations of Subshare; or
  • any damage to your computer, mobile device or other equipment or technology including damage from viruses or technical malfunctions, even if foreseeable or even if Subshare has been advised or should have been aware of the possibility of such damage.

Subshare shall not be liable in connection with any loss or damage resulting from any dealings you may have with any Producer, Educator or other Participant who has been introduced to you through your use of the Platform.

In no event will Subshare’s total liability to you for any damages, losses or causes of action exceed £100 sterling.

You agree that in the event that you incur any damages, losses or injuries that arise out of Subshare’s acts or omissions, any such damages, losses or injuries caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of the Platform or any other service or product or technology of Subshare and you have no right to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of the Platform or any product or other service controlled by Subshare.


Termination

We may terminate the Agreement by discontinuing your access to the Platform upon notice to you at our discretion and suspending your access to the Platform if you are in breach of any of these Terms (inclusive of our Platform Use Guidelines) or act in such a way that shows that you do not intend to or are unable to comply with this Agreement.

You may terminate your Agreement   by giving us notice through the Site, or by removing all of your Submissions, or by deleting your registration yourself and afterwards by ceasing to use the Platform.

Upon termination all Submissions uploaded by you will be deleted from the Platform (but other Educators or Participants who have already downloaded to their own devices your Submissions in RIPPLE or SUBSHARE or are in the process of doing so, may continue to do so but Subsharing with respect to those Submissions will no longer be possible). Completed Works may remain on NEPTUNE subject to these Terms.

If you are in breach of this Agreement or create any risk or possible legal exposure for Subshare or cause damage to the reputation or goodwill of Subshare, we may deactivate your registration at our sole discretion.  Whether or not in response to a formal “take down notice” or complaint, or whether on our own initiative in order lawfully to protect Subshare and its Participants from any automatic or possible legal liability, we are also entitled to remove, edit, block, monitor or take down any Submissions you provide to us at any time and any Completed Works   for any reason, but we are not obliged to do so.  We may also prevent your access to the Platform or make it subject to certain conditions without giving you a reason but, where it is reasonably possible, we shall try to give you prior notice before we do so. In these circumstances, we may terminate this Agreement on notice to you.

In the event that you are in breach of any obligation under this Agreement with respect to any Submissions , whether or not in the event that Subshare receives any notice from any party that any Submissions  you have uploaded infringes the Intellectual Property Rights of any third party, without prejudice to the right of Subshare to deactivate your subscription, Subshare reserves the right to remove, take down or block any specific Submissions or Completed Works in whole or in part  without liability to you and refuse to accept it from you if you attempt to upload them  again to the Platform.  In these circumstances, we may terminate your Agreement on notice to you.

Where we decide to deactivate your registration and/or terminate your Agreement on the basis of any complaint or issue raised by any third party, we shall only do so after we have carried out reasonable and proportionate investigation of all the circumstances relevant to the complaint or the issue.

If your access to the Platform is denied for any reason or is not available, your Submissions will no longer be accessible by you or by any other Participant.

If you deactivate your registration, all licences and other rights granted to you by Subshare and by you to Subshare are terminated.  You can deactivate your registration by logging in and selecting this option in your registration settings.

If you deactivate your registration (but not if we terminate your Agreement in  accordance with these Terms, your Submissions  will be deleted from our servers 3 months from the date of your request for deactivation.


Privacy and data protection

Personal Data consists of any information that relates to you or any other natural person who is identified or can be identified.

In connection with any issues arising with regards to your Personal Data, Subshare:

  • would only act on documented instructions from you in relation to the processing of your Personal Data;
  • it has in place appropriate technical and organisational security measures against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data;
  • it will only process your Personal Data for the purposes of performing its obligations and exercising its rights under your Agreement; and
  • it will process your Personal Data in compliance with any applicable data protection or data privacy laws (including the Data Protection Act 2018) and the General Data Protection Regulation (EU) 2016/679 and will not by any act or omission put you in breach of such laws.

Subshare will notify you as soon as practicable (to the extent that it possesses your Personal Data (if:

  • any of your Personal Data is lost or destroyed or becomes damaged, corrupt or unusable;
  • it becomes aware of any actual or likely security breach or unlawful or accidental disclosure of your Personal Data;
  • it receives any complaint or regulatory notice which relates to the processing of your Personal Data; and
  • or it receives any request for access to any of your Personal Data.

We shall cooperate with you in relation to:

  • any request you might make to amend or delete any of your Personal Data;
  • any request for information regarding any other Participant who has contributed to a Completed Work which a User wishes to purchase outright, providing that Subshare has obtained clear and affirmative consent from all relevant Participants and the potential purchaser to share Personal Data with each other for the purpose of putting the sale (and assignment of respective Intellectual Property Rights) into effect;
  • and any complaint or regulatory notification relating to the processing of any of your Personal Data; and
  • any request from you for access to any of your Personal Data (for example, if you require Subshare to inform you what Personal Data we hold that is about you).

Subshare shall ensure that access to your Personal Data is limited to those personnel who have a reasonable need to access your Personal Data to enable Subshare to provide and operate the Platform and access to any of your Personal Data shall be limited to such part or parts of it as are necessary.

We shall take reasonable steps to ensure the reliability of any personnel who have access to your Personal Data.  We shall use all reasonable endeavours to ensure that all relevant personnel are informed of the confidential nature of all Personal Data and are aware of Subshare’s duties in relation to it.

For further information, please see our Privacy Notice.  All information you supply about yourself and others is subject to our Privacy Notice.


No waivers of our rights

Any failure by Subshare to act with respect to any breach of your Agreement by you does not waive our right to act in respect of that breach or subsequent similar or other breaches.


Severability

If any or any part of the Terms are found by a court of competent jurisdiction or other legal or regulatory authority to be invalid or otherwise unenforceable, you agree that such invalid or unenforceable provisions will be deemed severed from the remainder of the Terms and will not affect the validity of the remaining provisions all of the other Terms which shall remain in full force and effect.


Third party rights

This Agreement are not intended to give rights to anyone except you and us. As we explain below, we may however transfer our rights to any third party.


Entire agreement

This Agreement we make with you is the entire agreement between yourself and Subshare together with the provisions of our Privacy Notice and regulates the provision and use of your Submissions  as well as your use of the Site and the Platform and the features and functions they provide.  Any prior agreements or understandings made between you and Subshare are hereby replaced.


We have not created any special business relationship with you

Apart from this Agreement, nothing in these Terms creates any relationship between Subshare and you except that of independent parties.  So that you are in no doubt about this, Subshare and you are not partners or joint venturers and have no relationship of principal and agent or employer and employee.  Except as stated in these Terms, neither party may bind the other party or oblige Subshare in any way.


You may not transfer the Agreement

You may not assign, transfer, novate, sub-contract or otherwise dispose of your rights or obligations created by the Agreement with you, in whole or in part, without the prior written consent of Subshare, but Subshare may assign all or any part of any Agreement with you to any third party without your consent.


Applicable law and jurisdiction

These Terms (and any Agreement we make with you that is subject to these Terms) are subject to the laws of England and Wales and exclude the principles of conflict of laws (international private law).

You agree that any claims or disputes arising under or in connection with any agreement we have with you must be resolved in the courts of England and Wales.

Our Terms relating to applicable law and jurisdiction do not apply to any claim in which Subshare seeks equitable relief of any kind.  You acknowledge that, in the event of a breach of any Agreement by Subshare or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Subshare, including with respect to your Submissions, and your only remedy shall be for monetary damages subject to the limitations of liability as described in our limitation of liability Terms above.


Version 6     26 June 2018. These Terms were last amended on this date.

The copyright in these Terms belongs to Subshare. Our copyright and is protected in many jurisdictions around the world. All rights are reserved: ©2018 Subshare Limited.