Nex Artist – Terms and Conditions

Introduction

The Site is operated by Nex Artist Limited trading as Nex Artist ("Nex") (we, us and our). We are a limited company registered in the United Kingdom. Our registered company number is 13093536.

Nex Artist is a web application and a mobile application music platform. The web application enables music artists to upload their tracks (Artists), and the mobile application enables users to listen to tracks via their devices by streaming (Listeners). Both Artists and Listeners register an account. Registered accounts can be used for accessing both the web application (as an Artist), and on the mobile app (as a Listener). In addition to creating an account with an email address and password, Google and Apple accounts may be used to authenticate on the platform. Authenticating via Google or Apple removes the requirement for email address verification.

Artists on the web application and Listeners on the mobile application use the platform with a limited qualified licence set out in these Terms and Conditions (together referred to as "Users").

Part of these Terms and Conditions is specific to Artists on the web application at nexartist.app and part is specific to Listeners on the mobile application.

These terms and conditions also apply to any other websites or applications through which Nex Artist makes its online platform and applications for mobile, tablet and other smart devices and application program interfaces available (collectively, the "Applications") through the application and online website (collectively, the "Site").

These terms apply to the use of the Applications and the service through the Applications. These terms control any terms which may be imposed by either iOS or the Android platform and any other application distribution platform for the use of the Applications and/or the service through an app. Anywhere in the terms where the word Site is used shall also include the word app and vice versa. A User's use of any app will terminate at the same time as the use of the services to which the app relates.

Users should retain a copy of these terms for their records.

Any personal information submitted to or through the Site is governed by our Privacy Policy and Cookies Policy.

Nex Artist reserves the right to amend these Terms and Conditions from time to time. Where a change is minor (for example, a change in applicable law or in Nex Artist's arrangements with third parties), Nex Artist will update the version date at the top of these Terms and Conditions and Users are responsible for checking for such updates. Where a change is material and significantly alters the rights or obligations of Users, Nex Artist will notify Users individually by email to their registered address no less than 30 days before the change takes effect. Continued use of the Service after the effective date of any change constitutes acceptance of the revised Terms and Conditions. If a User does not agree to a material change, the User should close their account before the change takes effect.

The Service acts as a hosting service for user-uploaded content within the meaning of regulation 19 of the Electronic Commerce (EC Directive) Regulations 2002. Nex Artist does not initiate transmissions of user content, does not select the recipients of transmissions, and does not select or modify the content of transmissions; however, as a host Nex Artist stores content provided by Artists and makes it available to Listeners via the mobile application. Nex Artist is not liable for user-generated content stored at the direction of Artists where Nex Artist has no actual knowledge of unlawful activity or information and, upon obtaining such knowledge or awareness, acts expeditiously to remove or disable access to that content. Nex Artist is not liable for any third-party content and exercises no editorial control over Artist-uploaded Tracks, profile information, Events, or Notification Waves. The Contracts (Rights of Third Parties) Act 1999 and any analogous legislation in other jurisdictions within the Territories does not apply to the Service, except as expressly stated in clause 11.5.

By registering an account on the Applications, Users confirm that they have read and understood these Terms and Conditions in full and agree to be bound by them. These Terms and Conditions constitute a binding contract between the User and Nex Artist (the "Agreement"). Users should not register or use the Service unless they have read and understood these Terms and Conditions.

Legal [email protected]

Admin [email protected]

1. Definitions

1.1 "NexArtistContent" includes but is not limited to all samples, loops, digital musical sound recordings ("Digital Content"), stored in audio or/and visual file format, textual and other content and materials provided by Users hereunder for incorporation with the Site to be made available for streaming. NexArtistContent shall also include the names, logos, and related trademarks and service marks of Nex Artist Limited.

1.2 "NexArtistSoftware" means all rights and property in any algorithms, concepts, system architectures, embedded scripts, functions, procedures, objects, components, packages, applets, programs, source code (not including HTML text), and object code in the Site.

1.3 "Digital Tracks" means the digital musical sound recording in audio digital format.

1.4 "Subscription Fee" means the price at which an Artist purchases access to an Artist subscription tier granting the right to upload Digital Tracks and access platform features under a limited qualified licence, as set out in these terms and conditions.

1.5 "Territories" means Andorra, Australia, New Zealand, Canada, Spain, France, Germany, Belgium, Luxembourg, Netherlands, Isle of Man, Ireland, Greece, Italy, Portugal, Switzerland, Austria, Croatia, Gibraltar, Guernsey, Jersey, the United Kingdom and the United States of America only.

1.6 "User" means any person or entity accessing or using the Site through the Internet, including any person or entity that registers an account to upload or stream digital musical sound recordings or any other NexArtistContent.

1.7 "Nex Tokens" means the virtual reward currency operated by Nex Artist on the platform. Nex Tokens have no monetary value, are non-transferable, cannot be purchased, sold, exchanged or redeemed for cash, and are not redeemable outside of the platform features expressly described in these terms. Nex Tokens are awarded to Artists for certain qualifying actions on the platform and may be redeemed solely for Artist subscription trial extensions as described in clause 3A.

1.8 "Events" means live or virtual performances or appearances created and published by an Artist on the platform, including the event name, date, time, location, and associated metadata.

1.9 "Notification Wave" means a broadcast notification sent by an Artist to Listeners who have added that Artist to their collection within the mobile application.

1.10 "Referral" means the process by which an existing registered Artist invites a new user to register on the platform using a unique referral code generated within the Artist's account.

1.11 "Subscription Tier" means one of the available Artist subscription plans (Free, Bronze, Silver, Gold, or Platinum), each granting different limits on tracks, events, impressions, and audio bitrate as published on the Site and updated from time to time.

2. Licence and Site Access

2.1 Nex Artist grants you a personal, revocable, non-transferable, and non-exclusive licence to access and make personal use of the Site and to use the object code of the Site, subject to the following conditions:

You do not, and do not allow any third party to, copy, modify, create a derivative work from, or attempt to transfer any right in the software for the Site; and
You do not download (other than page caching) or modify the Site or any portion of it, without Nex Artist's express written consent; and
You do not download (other than page caching), modify or exercise any other exclusive right to any Materials posted on the Site, without a written licence from the owner(s) of such Materials.

2A. Registration

2A.1 Artists. Artists may register via the web application at nexartist.app/auth/signup, accessible from any modern web browser with an active internet connection. Registration requires completion of the sign-up form with a valid email address and password, acceptance of these terms and conditions, and optional consent to receive marketing communications. Upon successful validation, a verification email will be dispatched to the registered address and the Artist must activate their account via the link contained therein. Alternatively, Artists may authenticate using a Google or Apple account, in which case email verification is not required. Upon first login, the Artist will be guided through a series of profile setup steps and prompted to select a Subscription Tier. All paid subscription transactions are processed securely via Stripe. By completing a subscription purchase, Artists agree to be bound by Stripe's Terms of Service (available at stripe.com/gb/legal). Artists may amend their subscription settings at any time via the profile page.

Artists may optionally enable two-factor authentication (2FA) on their account via the account settings page. When enabled, a six-digit verification code will be required in addition to standard login credentials on each sign-in. Nex Artist strongly recommends enabling 2FA to protect the account. Nex Artist accepts no liability for unauthorised account access where 2FA was available but not enabled by the Artist.

2A.2 Listeners. Listeners may register via the mobile application, available for download from the Google Play Store or Apple App Store depending on device compatibility. Registration requires completion of the sign-up form with a valid email address and password, acceptance of these terms and conditions, and optional consent to receive marketing communications. Alternatively, Listeners may authenticate using a Google or Apple account. Upon first login, Listeners will be presented with an in-app tutorial introducing the platform's features. Access to the mobile application for Listeners is provided free of charge; no subscription or payment is required to use the Listener features of the platform.

Users must be at least 13 years of age to register an account. By registering, Users confirm that they meet this minimum age requirement. Where a User is aged between 13 and 17, they confirm that they have obtained the consent of a parent or legal guardian to use the Service. Nex Artist reserves the right to terminate any account where it has reason to believe the minimum age requirement has not been met.

All Users warrant that the information provided at registration is accurate, complete, and not misleading. Users must promptly notify Nex Artist of any material change to their registration information. Where a User registers on behalf of a business, organisation, band, or other entity, they warrant that they are duly authorised to bind that entity to this Agreement.

By registering, each User warrants that they are not located in, organised under the laws of, or ordinarily resident in any country or territory subject to applicable sanctions, and are not named on any government-issued restricted-party or asset-blocking list (including the UK Consolidated List or any equivalent EU, US, or other applicable list). Users must not use the Service in any manner that would violate applicable sanctions laws or export control regulations.

Nex Artist reserves the right to disallow, reclaim, cancel, or reassign any username, artist name, or profile handle at any time and without prior notice where, in Nex Artist's reasonable opinion: (a) it infringes, or is likely to cause confusion with, the trademark, trade name, or other rights of any third party; (b) it is being used to impersonate another person, artist, or entity; (c) it is offensive, harmful, or otherwise contrary to these Terms and Conditions; or (d) it was registered in bad faith for the purpose of reserving or squatting on a name. Where Nex Artist reclaims or reassigns a username under this clause, the User will be notified and invited to select a new username. Nex Artist accepts no liability for any disruption caused by a username reassignment carried out in accordance with this clause.

2B. Platform Description

2B.1 The Nex Artist platform comprises a web application and a mobile application, each serving distinct functions for Artists and Listeners respectively. Artist subscriptions are available across multiple tiers including a Free tier with limited functionality and paid tiers (Bronze, Silver, Gold, Platinum) with progressively higher limits on tracks, events, daily impressions, and audio bitrate.

2B.2 Via the web application, Artists may manage their profile information, Tracks, and Events, which are presented to Listeners on the mobile application. Artists may also amend their Subscription Tier and view previous invoices linked to their account via the profile page. Changes to a Subscription Tier take effect immediately, and Artists will receive a confirmation email upon any such change. Artists may also view profile statistics via the web application to analyse their performance on the mobile application.

Artists may also send Notification Waves to their Listeners via the web application. Notification Waves are broadcast to Listeners who have added that Artist to their collection. Nex Artist does not guarantee delivery of Notification Waves and accepts no liability for failure to deliver or delays in delivering such broadcasts.

2B.3 Via the mobile application, Listeners may search for Artists using criteria including country, track genre, and track BPM. Search results are returned together with a playback preview of the Artist's tracks. Listeners may perform impression actions on returned Artists: selecting 'dislike' removes that Artist from that Listener's future search results; selecting 'like' adds the Artist to the Listener's collection and contributes to the Artist's daily impression quota as defined by their Subscription Tier. Artists added to a Listener's collection remain accessible for replay, with full streaming links and social media references displayed. Artists may also manage their profile information, Tracks, and Events directly via the mobile application.

Listeners who have added an Artist to their collection may receive Notification Waves sent by that Artist. Notification Waves are push notifications broadcast at the Artist's discretion and may include promotional or informational content. Listeners may withdraw consent to receive Notification Waves from a specific Artist by removing that Artist from their collection. Listeners may also manage notification permissions at the device operating system level. Nex Artist is not responsible for the content of Notification Waves, which are generated solely by the Artist.

2B.4 All Artists - regardless of Subscription Tier, including those on the Free tier - upload Tracks to the Site subject to the Artist Distribution Agreement set out at Schedule 1, which must be accepted before any Track is uploaded. The obligations and licences in Schedule 1 apply equally to Artists on the Free tier as they do to Artists on any paid Subscription Tier. Nex Artist monitors streaming activity in order to provide Artists with statistical information on the performance of their Tracks.

2B.5 Artists retain full ownership of and copyright in all Tracks submitted to Nex Artist at all times, subject only to the rights and licences granted to Nex Artist pursuant to this Agreement or any other applicable agreement. Artists authorise Nex Artist to make and retain such copies of Tracks as are reasonably necessary to facilitate storage, use, and display of those Tracks in accordance with these terms.

2B.6 The licence granted under this Agreement expressly excludes any resale or commercial use of the Site or its contents; any collection or use of track listings, descriptions, or pricing information; any creation of derivative works from the Site or its contents; any downloading or copying of account information for the benefit of any third party; and any use of data mining, robots, or similar automated data gathering or extraction tools. No part of the Site may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without Nex Artist's prior express written consent.

2B.7 Events. Artists may publish Events on the platform. Events are made visible to Listeners on the mobile application. Nex Artist bears no responsibility for the accuracy of event information, changes to or cancellation of events, or any loss suffered by a Listener who attends or plans to attend an event listed on the platform. The Artist is solely responsible for ensuring that event information is accurate and up to date.

2B.8 Third-Party Content. All content displayed to Listeners via the mobile application, including but not limited to Artist profile information, track metadata, biography, social media links, and Events, is generated solely by Artists and constitutes third-party content. Nex Artist does not verify, endorse, or accept responsibility for the accuracy, legality, or appropriateness of any such content. Listeners access third-party content at their own risk. Any external links provided by Artists direct Listeners to third-party websites or services over which Nex Artist has no control and for which Nex Artist accepts no liability.

3. Payment, Taxes and Refund Policy

3.1 Artists acknowledge and agree that they will pay the Subscription Fee for the Subscription Tier purchased through the Site, and that Nex Artist Limited may charge their nominated payment method for the advertised price.

3.2 The total price payable will include any applicable local sales tax.

3.3 Artists grant Nex Artist Limited a licence to make their Tracks available for streaming on the Nex Artist mobile application, as more particularly set out in Schedule 1.

3.4 Nex Artist monitors streaming activity for the purpose of providing Artists with performance analytics. Nex Artist can identify the proportion of each Track streamed by Listeners via the mobile application.

3.5 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("Regulations") set out the circumstances under which Nex Artist must legally refund payment for a subscription. Nex Artist shall apply the Regulations as the benchmark for its refund policy throughout all the Territories.

3.6 The Regulations provide that an Artist's right to cancel an order commences at the point the order is placed and ends 14 calendar days after the day on which the contract is concluded (the "cooling-off period").

3.7 In accordance with regulation 37 of the Regulations, the right to cancel does not apply in respect of digital content where performance of the supply has begun with the User's prior express consent and acknowledgement that the right to cancel will thereby be lost.

3.8 No refund will be issued where an Artist has uploaded Tracks in excess of their previous Subscription Tier limit, or where that Artist's daily impressions have exceeded that limit, as either condition constitutes evidence of use of the upgraded tier. Where neither condition has been met, a refund may be issued upon written request to [email protected].

3.9 Cancellation requests should be sent to [email protected] with the subject header "cancellation request". Artists may also cancel their subscription at any time via the billing settings on the profile page of the web application. Cancellation will take effect at the end of the current billing period and the Artist's tier will revert to the Free tier.

3.10 Artist subscriptions automatically renew at the end of each billing period at the then-current rate unless cancelled in accordance with clause 3.9 before the renewal date. Nex Artist will send a renewal reminder to the Artist's registered email address no less than 7 days before each renewal date. The absence of such a reminder due to spam filtering, email delivery failure, or other circumstances outside Nex Artist's control does not remove the Artist's obligation to cancel in advance of renewal if they do not wish to continue.

3.11 Nex Artist reserves the right to amend its Subscription Fee pricing at any time. Where a pricing change affects an Artist's existing subscription, Nex Artist will provide no less than 30 days' written notice by email to the Artist's registered address before the new pricing takes effect. Continued use of the Service after the effective date of any such change constitutes acceptance of the revised pricing.

3.12 Where a payment to Nex Artist is charged back, reversed, or disputed by the Artist's payment provider or card issuer, the Artist remains liable to Nex Artist for the full original amount together with any chargeback fees, reversal fees, or administrative charges levied by Stripe or any other payment processor. Where any chargeback, reversal, or refund causes the Artist's account balance to become negative, Nex Artist reserves the right to recover such negative balance from any future payments processed on the Artist's account. Nex Artist reserves the right to suspend or restrict access to the Service pending resolution of any such payment dispute.

3.13 Where an Artist activates a free trial of a paid Subscription Tier and does not cancel before the trial period expires, the Artist's account will automatically transition to the relevant paid Subscription Tier at the end of the trial period. Nex Artist will charge the Artist's nominated payment method the applicable Subscription Fee from the first day following the trial end date, and the subscription will thereafter renew automatically in accordance with clause 3.10. Artists who do not wish to continue to a paid subscription following a trial must cancel before the trial expiry date.

3.14 Artist Tax Responsibility. Artists are solely responsible for determining, declaring, and paying all income tax, national insurance contributions, VAT, and any other taxes, levies, or duties applicable to any income they earn through or in connection with their use of the Service, in any jurisdiction in which they operate. Nex Artist is not the Artist's employer, agent, or tax advisor. Nex Artist does not have and will not acquire any obligation to withhold income tax or national insurance contributions on behalf of any Artist, and will not issue any employment tax documents (including P60, P45, or equivalent) in respect of Subscription Fees charged or any other transactions through the Service. Where Stripe or any other payment processor is required by applicable law to collect tax information from or withhold taxes in respect of any Artist, such obligations rest with the payment processor. Artists are solely responsible for obtaining their own independent tax and accounting advice.

3A. Nex Tokens

3A.1 Nature of Nex Tokens. Nex Tokens are a virtual, non-monetary reward operated by Nex Artist solely for use on the platform. Nex Tokens:

have no monetary or cash value;
cannot be purchased, sold, traded, transferred, gifted, or exchanged for cash or any other currency or item of value outside the platform;
are not a financial instrument and do not constitute currency, cryptocurrency, or a regulated financial product;
are not redeemable by Nex Artist for cash under any circumstances;
are held at account level and are non-transferable between accounts.

Nex Artist reserves the right to modify, suspend, or discontinue the Nex Tokens system at any time, including adjusting earn rates, redemption costs, caps, and qualifying actions, by providing reasonable notice to Artists.

3A.2 Earning Nex Tokens. Artists may earn Nex Tokens by completing the following qualifying actions:

Action	Tokens Awarded	Daily Cap	Monthly Cap
Uploading a track (preview processed)	200	2 per day	10 per month
Adding an event	150	1 per day	5 per month
Successful referral (referred artist completes setup)	1,000	2 per day	-
Logging in to the Artist Web App weekly	50-200	-	-

The maximum Nex Token balance an Artist may hold is 10,000 tokens. Tokens earned above the cap will not be awarded. Nex Artist reserves the right to amend token earn rates and caps at any time.

3A.3 Token Clawback. If an Artist deletes a track or event within 3 days of the qualifying action that triggered a token award, Nex Artist will deduct the corresponding tokens from the Artist's balance (the "clawback"). The Artist's token balance will not fall below zero as a result of a clawback. Nex Artist reserves the right to claw back tokens where it determines, at its sole discretion, that earning activity was obtained fraudulently, in error, or in breach of these terms.

3A.4 Redeeming Nex Tokens. Artists may redeem Nex Tokens to extend the trial period of a paid subscription tier. Each redemption grants 7 days of free trial access. The token cost of each redemption varies by tier:

Tier	Token Cost per Redemption
Bronze	500
Silver	1,000
Gold	2,000
Platinum	4,000

The maximum cumulative trial extension that may be applied to a subscription at any one time is 28 days beyond the current billing period end date. Redemptions that would exceed this cap will not be processed. Redeemed tokens are deducted immediately and are non-refundable.

3A.5 Referral Tokens. When an Artist refers a new user using their unique referral code and the referred Artist completes the platform setup (including selecting a subscription tier), both the referring Artist and the referred Artist will each receive 1,000 Nex Tokens, subject to the maximum balance cap. Referral tokens are awarded at the point the referred Artist completes setup. Nex Artist reserves the right to decline referral token awards where it suspects abuse of the referral system or where the referred account is not a genuinely new user.

3A.6 Expiry and Account Closure. Nex Tokens are forfeited immediately and without compensation upon account closure, whether initiated by the Artist or by Nex Artist. Nex Tokens do not expire while an account remains active.

3A.7 No Liability. Nex Artist accepts no liability for any loss arising from the modification, suspension, or discontinuation of the Nex Tokens system, clawback of tokens, or inability to redeem tokens for any reason.

4. Copyright Protection of the Site

4.1 Copyright and all other intellectual property rights in the Site shall always remain the property of Nex Artist and the User shall acquire no rights in the Site.

4.2 The Site, which belongs to Nex Artist Limited, and its design, logo, structure, organisation and code are valuable copyright and/or trade secrets of Nex Artist Limited. You may not copy, modify, adapt, or translate the Site. You also agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the NexArtistSoftware, except and only to the extent that such activity is expressly permitted by applicable laws in the Territories notwithstanding this limitation. If applicable law permits such activities, any information discovered pursuant to the activity prohibited under this clause must be promptly disclosed to Nex Artist Limited and shall be deemed to be the confidential proprietary information of Nex Artist Limited.

4.3 If, despite not being permitted by Nex Artist Limited, the User should wrongfully and unlawfully gain access to the source code and then copy, modify, alter, improve, or otherwise enhance the Site, all rights and property in such modification shall belong to Nex Artist Limited and the User shall promptly take such other steps as Nex Artist Limited may reasonably require, at the expense of the User, to perfect the vesting of rights and property in such modification in Nex Artist Limited. This clause does not limit any of the legal remedies available to Nex Artist Limited including injunctions and damages.

4.4 In addition to the remedies available under the laws in the Territories, the User shall indemnify Nex Artist Limited against all actions, claims, demands, costs, charges, and expenses finally awarded as a result of the infringement of copyright in respect of the Site.

4.5 The User shall give prompt notice to Nex Artist Limited if the User becomes aware of any unauthorised use or exploitation of the whole or any part of the Site by any person or body.

5. Removal of Material for Which Copyright Infringement is Claimed - Digital Millennium Copyright Act

Nex Artist will respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (DMCA). The DMCA provides a process for a Copyright Owner to give notification to Nex Artist concerning alleged copyright infringement. When an effective DMCA notice is received, Nex Artist will respond by removing the offending content from the Site and will take reasonable steps to contact the owner of the removed content so that a counter-notification may be filed. On receiving a valid counter-notification, Nex Artist will generally restore the content in question, unless Nex Artist receives notice that legal proceedings have been commenced seeking a court order to restrain the alleged infringement. Where Nex Artist determines that a User is repeatedly abusing the DMCA process, whether by filing notices without basis or by continually uploading content that is the subject of valid DMCA notices, Nex Artist may exercise its right to terminate that User's account. Nex Artist's Privacy Policy does not extend to information contained in any DMCA counter-notification.

5.1 To file a DMCA Notice. If you are a Copyright Owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by sending the following information in writing to [email protected]:

A physical or electronic signature of a person authorised to act on behalf of the owner of the exclusive right that is allegedly infringed.
Identification of the copyrighted work alleged to have been infringed. Where the work is a music recording, provide the song title, recording artist, publisher, and record label. Where multiple works are affected, a representative list is sufficient, with the same details provided for any music recordings.
Identification of the material alleged to be infringing or the subject of infringing activity, together with information reasonably sufficient to allow Nex Artist to locate that material on the platform.
Your full name, postal address, telephone number, and, where available, email address.
A statement that you have a good-faith belief that use of the material in the manner complained of is not authorised by the Copyright Owner, its agent, or applicable law.
A statement, made under penalty of perjury, that the information in the notification is accurate and that you are duly authorised to act on behalf of the owner of the exclusive right alleged to have been infringed.

5.2 Nex Artist Limited's Designated Copyright Agent for receipt of infringement notifications is contactable at: [email protected]. This address is designated solely for DMCA notices. Failure to comply with all requirements of this clause may render a notification invalid. Under Section 512(f) of the DMCA, any person who knowingly and materially misrepresents that material or activity is infringing may be subject to civil liability.

6. Licence to Stream

6.1 Access to the streaming functionality of the mobile application is provided to Listeners free of charge. By accessing or streaming Tracks through the Service, you agree to use any Tracks streamed in compliance with the following rules:

Streaming any Track is subject to the User's continuing compliance with these Terms and Conditions;
You have a non-exclusive non-transferable licence to stream the Track to a mobile device;
You are authorised to use the Track(s) only for personal, non-commercial use;
You may not combine Track(s) with any video or image file to create a multimedia work;
You may not use Track(s) as a musical "ringer" in connection with a phone or phone calls;
The streaming of a Track does not transfer to the User any commercial or promotional use rights in that Track; and
Streaming any Track constitutes acceptance of and agreement to these Terms and Conditions, including the rules set out in this clause 6.
Any use of a Track other than in strict accordance with these Terms and Conditions may constitute an infringement of copyright, in respect of which the User may be subject to civil proceedings for damages and costs and, in certain circumstances, criminal prosecution.

7. Service Availability and Warranties

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Nex Artist makes no representation that the Service will meet any User's specific requirements. To the fullest extent permitted by applicable law, Nex Artist disclaims all warranties, express or implied, including but not limited to implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained by a User from Nex Artist or through the Service shall create any warranty not expressly stated in this Agreement.

Nex Artist does not warrant that the Service will be available at all times or that access will be uninterrupted, timely, or error-free. Nex Artist accepts no liability for any loss or damage arising from unavailability of the Service due to technological failure, natural disaster, pandemic, security breach, or any other cause beyond Nex Artist's reasonable control. The quality of a User's experience may be affected by factors outside Nex Artist's control, including internet connection speed, browser type and version, and device security settings. Delivery of email communications from Nex Artist may also be affected by spam filtering or routing configurations applied at the User or email provider level, over which Nex Artist has no control.

Nex Artist reserves the right to modify, suspend, or discontinue all or any part of the Service at any time, with or without notice. Where Nex Artist permanently discontinues a paid Subscription Tier before the end of an Artist's then-current billing period, Nex Artist will refund to the Artist the unused pro-rata portion of any Subscription Fee prepaid for that period. Nex Artist has no obligation to provide a refund in connection with service interruptions caused by acts of government, third parties, or events beyond Nex Artist's reasonable control.

No Service Level Agreement. Nex Artist does not offer any service level agreement ("SLA") or uptime guarantee in connection with the Service. No specific level of availability, response time, or incident resolution time is promised or guaranteed. Downtime, latency, or service interruptions shall not entitle any User to any refund, credit, or compensation beyond what is expressly provided in this clause 7 or required by applicable law. Nex Artist will use commercially reasonable endeavours to restore the Service following any interruption but makes no commitment as to restoration time.

Platform Closure. In the event that Nex Artist permanently ceases to operate the Service in its entirety ("Platform Closure"), Nex Artist will use reasonable endeavours to provide registered Users with no less than 30 days' written notice by email to their registered address before the Platform Closure date. Where Nex Artist is prevented from giving such notice by reason of insolvency proceedings, regulatory direction, or other circumstances beyond its reasonable control, Nex Artist will provide such notice as is practicable in the circumstances. During the notice period, Artists will be given the opportunity to download or export their Track files and associated metadata from the platform before the Platform Closure date. Nex Artist will issue a pro-rata refund of any prepaid Subscription Fees covering a billing period that extends beyond the Platform Closure date, subject to any right of set-off. Nex Artist accepts no further liability to any User in connection with a Platform Closure beyond the obligations expressly set out in this clause.

8. Acceptable Use

Users are responsible for all activity conducted through their account, including maintaining the security of their login credentials.

Users must not use the Service to artificially inflate impression counts, track play counts, or any other metric on the platform, whether through the use of bots, scripts, third-party services, or any other automated or manual means. Nex Artist reserves the right to remove any content, suspend any account, and reverse any associated Nex Token awards where it detects or reasonably suspects such activity.

Users must not use the output of generative artificial intelligence - including but not limited to AI-generated audio, voice synthesis, voice cloning, music generation, or deepfake technology - to impersonate any Artist, Listener, public figure, or other individual on the platform without that person's express authorisation. This prohibition applies regardless of whether the User discloses that the content is AI-generated. Any content that Nex Artist reasonably determines to be an AI-generated impersonation may be removed without notice and the responsible account may be suspended or terminated.

Listeners must not create multiple accounts for the purpose of generating artificial impressions or otherwise gaming the platform's discovery or ranking mechanisms. Nex Artist reserves the right to terminate any Listener account found to be engaged in such conduct.

Listeners must not use any screen recording, audio capture, video capture, or any other method to record or capture any Track or any portion thereof streamed through the mobile application. All Tracks are made available for streaming only and no reproduction right is granted. Any unauthorised capture of a Track may constitute an infringement of copyright, and the Listener may be subject to civil proceedings and, in certain circumstances, criminal prosecution.

Users must notify Nex Artist immediately upon becoming aware of any unauthorised access to or use of their account by contacting [email protected]. Users remain responsible for all activity conducted through their account until Nex Artist has been notified and has had a reasonable opportunity to take appropriate action.

Regardless of the foregoing, Users must not use the Service to upload, share, transmit, or publish any content that: (a) is unlawful, defamatory, harassing, abusive, fraudulent, or obscene; (b) depicts or promotes violence, terrorism, or self-harm; (c) constitutes hate speech or is discriminatory towards any individual or group on grounds of race, ethnicity, gender, religion, disability, sexual orientation, or any other protected characteristic; (d) infringes the intellectual property rights of any third party; or (e) contains viruses, malware, spyware, or any other malicious or harmful code. Nex Artist reserves the right to remove any such content and suspend or terminate the responsible account without notice.

Users whose accounts have been suspended or terminated by Nex Artist for breach of these Terms and Conditions must not register a new account or otherwise access the Service without Nex Artist's prior written consent. Nex Artist reserves the right to remove, without notice, any account that it reasonably believes to have been created in contravention of this paragraph, and may treat such conduct as a further breach of these Terms and Conditions.

AI Training Commitment. Nex Artist will not use, and will not permit any third party to use, any Track, recording, or other audio content uploaded by an Artist to the platform to train, fine-tune, or develop any generative artificial intelligence or machine learning model for the purpose of generating, replicating, or synthesising music, sound recordings, vocals, or other audio content, without that Artist's express prior written opt-in consent. This commitment applies to all content uploaded to the platform and supplements the equivalent provision in Schedule 1 of this Agreement.

9. Account Suspension and Enforcement

9.1 Where Nex Artist has credible evidence that an account is being used in connection with suspected illegal activity, Nex Artist may suspend that account pending investigation. Following the investigation, Nex Artist may reinstate or terminate the account. No refund shall be payable where an account is terminated on grounds of illegal activity.

Where a User is believed to be in breach of these Terms and Conditions in a way that does not involve suspected criminal activity, Nex Artist will, where it is reasonable and practicable to do so, notify the User by email and give the User a reasonable opportunity to remedy the breach before taking action to suspend or terminate the account. Nex Artist reserves the right to suspend or terminate without prior notice where the breach is serious, causes ongoing harm to other Users or to the platform, or where prior notice would compromise Nex Artist's ability to protect the Service or its users.

9.1.1 Circumstances in which Nex Artist may consider suspending an account include:

receipt of notification from a law enforcement authority that the account is being used for criminal activity;
Nex Artist becoming aware of credible evidence indicating the account is being used for criminal activity;
receipt of an allegation, supported by credible evidence, that the account is being used for criminal activity;
receipt of multiple allegations from independent parties that the account is being used for criminal activity; or
the account appearing on a recognised phishing or fraud feed.

9.1.2 Users or any third party may report any user for the following violations of these terms and conditions:

Duplicate Artist
Impersonation
Intellectual Property Violation
Scam or Fraud
Incorrect Genre
Nudity
Artificial manipulation of platform metrics

Nex Artist reserves the right to add, amend, or remove violation categories and guidelines at any time.

9.1.3 Users or any third party wishing to make a complaint or report Nex Artist's Service being used for illegal activity may do so by writing to Nex Artist at the address set out in the Introduction, or by email to [email protected].

9.1.4 Users must not misuse or abuse any reporting, flagging, complaint, or appeals mechanism offered by Nex Artist, including by submitting false, vexatious, duplicate, or groundless reports or appeals against other Users or against Nex Artist's own decisions. Abuse of these mechanisms is itself a breach of these Terms and Conditions and may result in enforcement action, including account suspension or termination.

9.2 Account Closure - Artists. Artists may close their account at any time via the account settings page. Upon closure of an Artist account: (a) all Tracks and Events associated with the account will be removed from public view on the platform and deleted from Nex Artist's active systems; deletion from backup and disaster recovery systems may take a further period as set out in Nex Artist's Privacy Policy, and content may be retained for longer where Nex Artist is required to do so by applicable law or to resolve an outstanding dispute or legal claim; (b) any unused Nex Tokens will be forfeited with no compensation; (c) any remaining paid subscription period will not be refunded unless Nex Artist is required by applicable law to provide a refund; (d) account data will be deleted in accordance with our Privacy Policy. Nex Artist reserves the right to retain anonymised or aggregated data for analytical purposes following account closure. Upon closure of an Artist account, all of that Artist's Tracks will be immediately removed from any Listener's collection within the mobile application. Listeners will not receive advance notice of, or compensation for, the removal of an Artist's content from the platform as a result of that Artist closing their account.

9.3 Account Closure - Listeners. Listeners may close their account at any time via the account settings page of the mobile application. Upon closure of a Listener account: (a) the Listener's collection, impression history, and all associated account data will be deleted in accordance with our Privacy Policy; (b) the Listener will cease to receive Notification Waves from any Artist. Nex Artist reserves the right to retain anonymised or aggregated data for analytical purposes following account closure.

9.4 Content Removal. Nex Artist reserves the right to remove or disable access to any individual Track, Event, or other content at any time, including where Nex Artist determines or reasonably suspects that the content: (a) infringes the intellectual property rights of any third party; (b) breaches these Terms and Conditions or any applicable law; or (c) is otherwise harmful, misleading, or inappropriate. Removal of individual content does not constitute account suspension or termination, and does not entitle the Artist to any refund. Where it is reasonably practicable to do so, Nex Artist will notify the Artist of the reason for removal. Nex Artist is not required to provide such notification where to do so would: (i) violate applicable law or the direction of a law enforcement or regulatory authority; (ii) compromise an ongoing investigation; or (iii) risk harm to any User, third party, or to the Service. Where Nex Artist removes content in response to a DMCA notice, the Artist will be notified in accordance with clause 5. Nex Artist strongly recommends that Artists retain local copies of all Tracks and associated materials uploaded to the platform, as Nex Artist does not guarantee the permanent availability of uploaded content and accepts no liability for any loss of content howsoever arising.

9.5 Dormant Accounts. Where a User has not accessed their account for a continuous period of 12 months, Nex Artist may treat the account as dormant. Nex Artist may notify the User by email to their registered address before taking any action on a dormant account. If the User does not respond or log in within 30 days of that notification, Nex Artist reserves the right to deactivate or delete the dormant account and any associated content. For Artist accounts on a paid Subscription Tier, this clause applies only where the Subscription has already lapsed or been cancelled and the account has not been accessed for 12 months. No refund is payable in respect of any dormant account that is deactivated or deleted under this clause.

9.6 Appeals. Where Nex Artist removes or disables access to a User's content or takes enforcement action against a User's account (including suspension or restriction), the User may appeal the decision by writing to [email protected] within 14 days of the decision, setting out the grounds for appeal and any supporting information. Nex Artist will acknowledge receipt within five (5) business days and will use reasonable endeavours to review the appeal and communicate an outcome within 30 days of acknowledgement. A decision made on appeal does not affect the User's right to bring a dispute under clause 15, or any other legal remedy available to the User under applicable law. Nex Artist is not obliged to provide a right of appeal where the enforcement action was taken on the basis of a legal obligation, a court order, or a direction from a regulatory or law enforcement authority.

9.7 Online Safety. Nex Artist is committed to ensuring that the Service is safe and that illegal content is not made accessible through the platform. In compliance with the Online Safety Act 2023 (the "OSA"), Nex Artist maintains a Content Safety Policy (available separately) which sets out Nex Artist's approach to illegal content, harmful content, and the protection of users (including children). Users are required to comply with the Content Safety Policy at all times. Where Nex Artist becomes aware of content that is likely illegal under the OSA or any applicable law - including but not limited to child sexual abuse material, content that encourages or assists suicide or self-harm, content that amounts to a terrorism offence, or content that constitutes an offence under the Computer Misuse Act 1990 - Nex Artist will expeditiously remove or disable access to that content and, where required, report it to the relevant authority. Users must not use the Service to generate, upload, share, or transmit any such content. Any User who becomes aware of illegal content on the platform must report it immediately using the reporting mechanism described in clause 9.1.2 or by emailing [email protected].

10. Limitation of Liability

10.1 We shall not be liable for any indirect or consequential damages either to you or to third parties arising out of your use of the Service. For the avoidance of doubt, the following shall be considered a non-exhaustive list of indirect losses, damages, claims, costs, charges and expenses: (i) costs of recreating or reloading any of your information that is lost or damaged; (ii) costs of implementing a workaround in respect to a failure to provide all or a portion of the Service or any part thereof; (iii) costs of replacing lost or damaged equipment, software and materials; and (iv) costs and expenses incurred by you due to failure of the Service for any reason whatsoever.

10.2 To the extent that Nex Artist is found liable for any such loss or damage, its aggregate liability shall not exceed the total Subscription Fees paid by the User to Nex Artist in the twelve (12) months immediately preceding the event giving rise to the claim. Where the User is a Listener using the Service free of charge, Nex Artist's aggregate liability in respect of that User shall in no event exceed £100.

10.3 Nothing in these Terms and Conditions shall limit or exclude Nex Artist's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law. Any limitation or exclusion of liability set out in these Terms and Conditions shall apply only to the extent permitted by applicable law.

10.4 Users are solely responsible for any mobile network, data, or telecommunications charges incurred in connection with their use of the Service. Nex Artist accepts no responsibility for such charges. Users who are uncertain about applicable data charges should contact their network or service provider before using the Service.

10.5 To the fullest extent permitted by applicable law, any dispute between a User and any third party arising out of or in connection with the User's use of the Service - including disputes with other Users, Artists, Listeners, event attendees, or any other person - is solely between the User and that third party. Nex Artist is not a party to such disputes and shall have no liability or obligation in connection with them. Users irrevocably release Nex Artist and its officers, directors, employees, and agents from any claims, demands, and damages arising out of or in any way connected with such disputes.

10.6 Business Users. Where an Artist uses the Service in the course of a trade, business, craft, or profession (a "Business User"), and to the extent permitted by applicable law, Nex Artist shall not be liable to that Business User for: (a) lost profits, lost revenue, or lost business; (b) loss of anticipated savings or loss of opportunity; (c) loss of goodwill or damage to reputation; or (d) any indirect or consequential losses, whether or not such losses were foreseeable at the time of entry into this Agreement. The aggregate liability cap in clause 10.2 applies to Business Users in the same manner as to other paid Users. Nothing in this clause affects the saving provisions of clause 10.3.

11. Miscellaneous

11.1 Force Majeure. Neither Party shall be liable to the other Party for any delay or failure to perform obligations under this Agreement to the extent the delay or failure is due in whole or in part to any acts of God such as fire, explosion, flood and storm, or to war, civil disturbance, governmental action, embargo, failure of power or any other similar cause beyond the reasonable control of a Party (herein referred to as "Force Majeure").

11.2 Indemnification for Infringement of Third Party Rights. You hereby expressly agree to indemnify, defend and hold us harmless at your own cost from and against any and all damages, losses, demands, fees, and costs including without limitation reasonable solicitors or attorneys' fees and other consultants' fees or costs and any other expenses to the extent resulting from any claims, suits or proceedings brought against us by any third party that alleges that your use of the Service (i) infringes any Intellectual Property rights, or (ii) causes any death or personal injury to third parties, or (iii) violates the obligations with respect to third party Confidential Information and/or Personal Data Protection of third parties.

11.3 Assignment. This Agreement is personal to the User and may not be assigned, transferred, or sublicensed by the User without Nex Artist's prior written consent. Nex Artist may assign, transfer, or novate this Agreement or any rights or obligations under it to any successor entity or in connection with any reorganisation, merger, acquisition, or sale of assets, without the User's consent, subject to clause 11.8.

11.4 Feedback. If any User provides ideas, suggestions, reports, or other feedback to Nex Artist in connection with the Service or any content on the platform ("Feedback"), such Feedback is not confidential and Nex Artist may use it without restriction, without any obligation of confidentiality, and without any payment or other compensation to the User. The User irrevocably assigns to Nex Artist all right, title, and interest in any such Feedback.

11.5 App Store Disclaimers.

(a) Apple App Store. Where a User has downloaded the Nex Artist mobile application from the Apple App Store or is using the application on an iOS device, the User acknowledges the following: (i) this Agreement is between the User and Nex Artist only, not with Apple Inc. ("Apple"), and Apple is not responsible for the application or its content; (ii) Apple has no obligation to provide maintenance or support services for the application; (iii) in the event of any failure of the application to conform to any applicable warranty, the User may notify Apple and Apple will refund the applicable purchase price for the application (if any); to the maximum extent permitted by law, Apple has no other warranty obligation in respect of the application; (iv) Apple is not responsible for addressing any claims by the User or any third party relating to the application, including product liability claims, claims that the application fails to meet any legal or regulatory requirement, or claims arising under consumer protection legislation; (v) Apple is not responsible for the investigation, defence, settlement, or discharge of any third-party intellectual property infringement claim relating to the application or the User's use of it; and (vi) Apple and its subsidiaries are third-party beneficiaries of this Agreement and, upon the User's acceptance of this Agreement, Apple will have the right to enforce it against the User as a third-party beneficiary.

(b) Google Play. Where a User has downloaded the Nex Artist mobile application from Google Play or is using the application on an Android device, the User acknowledges the following: (i) this Agreement is between the User and Nex Artist only, not with Google LLC ("Google"), and Google is not responsible for the application or its content; (ii) Google has no obligation to provide maintenance or support services for the application; (iii) to the extent of any conflict between the Google Play Terms of Service and the terms of this Agreement, the Google Play Terms of Service shall prevail solely in respect of the User's download and installation of the application from Google Play; and (iv) Google does not have any responsibility or liability relating to compliance or non-compliance by Nex Artist or the User under this Agreement or the Google Play Terms of Service.

11.6 No Endorsement. Nothing in this Agreement shall be construed as creating any endorsement, sponsorship, or affiliation between Nex Artist and any Artist, or between Nex Artist and any third party whose content, events, or links may appear on the platform.

11.7 Beta and Preview Features. From time to time, Nex Artist may make available features, tools, or functionality that are in a testing or preview phase ("Beta Features"). Beta Features may be labelled "beta", "preview", "early access", or similar. Beta Features are provided for evaluation purposes only and may be less reliable, less stable, or subject to more frequent changes than generally available features. Nex Artist makes no warranty of any kind in respect of Beta Features and accepts no liability for any loss or damage arising from reliance on Beta Features. Nex Artist reserves the right to modify, suspend, or withdraw any Beta Feature at any time without notice.

11.8 Change of Control. In the event that Nex Artist undergoes a change of control - including but not limited to an acquisition by a third party, a merger, or a sale of all or substantially all of its assets (a "Change of Control") - Nex Artist will notify registered Users by email to their registered address within a reasonable period before or after the Change of Control becomes effective. That notification will describe any material changes to the way in which Users' personal data will be processed as a result of the Change of Control. Where required by the UK GDPR, the EU GDPR (Regulation 2016/679), or other applicable data protection law, Users will be provided with a reasonable opportunity to delete their account and associated personal data before their data is transferred to any new data controller. Nex Artist acknowledges that the UK GDPR and the EU GDPR are separate legal regimes; where personal data of individuals resident in EU member states within the Territories is processed, Nex Artist will comply with the EU GDPR in addition to the UK GDPR to the extent applicable. For the avoidance of doubt, a Change of Control does not affect the User's existing rights under these Terms and Conditions unless Nex Artist gives Users separate notice of any change to the Terms and Conditions in accordance with the Introduction.

11.9 Entire Agreement and Authorised Communications. These Terms and Conditions, together with any documents expressly incorporated by reference (including Schedule 1 and any applicable Privacy Policy), constitute the entire agreement between Nex Artist and the User in relation to the Service and supersede all prior representations, discussions, or agreements, whether oral or written. No statement, promise, representation, or assurance made by any director, employee, officer, contractor, or agent of Nex Artist - whether communicated by email, social media, blog post, press release, in-person conversation, or any other channel - shall constitute a binding commitment or amendment to these Terms and Conditions, unless it is set out in a formal written agreement signed by a duly authorised signatory of Nex Artist Limited and expressly stated to amend these Terms and Conditions. Users should direct all formal legal communications to [email protected].

12. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

14. No Partnership or Agency

Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship, or agency between Nex Artist and the User. Neither party has authority to bind the other in any respect.

15. Dispute Resolution

15.1 Nex Artist and the User agree to attempt to resolve any dispute arising under this Agreement in good faith through direct communication before initiating formal proceedings. For these purposes, a "dispute" is a disagreement that has not been resolved through the normal support and contact channels available on the Site.

15.2 A User wishing to raise a dispute must notify Nex Artist in writing at [email protected], setting out the nature of the dispute and the outcome sought. Nex Artist will acknowledge receipt within five (5) business days and will use reasonable endeavours to resolve the matter promptly.

15.3 If the dispute remains unresolved ten (10) days after written notice is delivered, either party may request escalation to a senior representative of Nex Artist, who will engage with the User within a further ten (10) days. Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from the courts at any time.

15.4 Except where prohibited by applicable law, any claim or cause of action arising out of or relating to this Agreement or the Service must be commenced within one (1) year after the date on which the party asserting the claim first knew, or reasonably should have known, of the act, omission, or default giving rise to the claim. Any claim not commenced within this period is permanently barred. This limitation does not apply to any claim by a consumer User exercising statutory rights that cannot be excluded or restricted by contract under applicable consumer protection legislation (including the Consumer Rights Act 2015), nor does it affect the saving provisions of clause 10.3.

16. Arbitration

The Parties acknowledge that they may elect to first attempt resolving any controversy or claim arising out of or relating to this Agreement, or the breach thereof, by alternative dispute resolution including arbitration. Any arbitration shall be conducted under English law and seated in England. The Parties agree that the award of the arbitrator in any such proceeding shall be final and binding and may be enforced in any court of competent jurisdiction. The Parties acknowledge that they may also elect to use mediation to resolve disagreements; any such mediation proceedings shall be without prejudice and shall not be admissible in any subsequent litigation.

For the avoidance of doubt, nothing in this clause obliges any consumer User to submit to arbitration. Any consumer User retains the right to bring proceedings before the courts of England and Wales at any time, and this clause does not affect any statutory rights a consumer may have under applicable law.

17. Titles and Headings

Titles and headings to articles, sections, or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement.

18. Severability

The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be illegal, invalid, or unenforceable, it shall be construed to have the broadest interpretation which would render it valid and enforceable, provided that the fundamental purpose of this Agreement is not destroyed by such invalidity or illegality. If any provision cannot be rendered valid and enforceable by such construction, that provision shall be severed and the remaining provisions shall continue in full force and effect.

20. No Waiver

No failure or delay by Nex Artist in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any further exercise of that right or remedy or the exercise of any other right or remedy. No waiver of any breach of this Agreement shall be effective unless in writing and signed by a duly authorised representative of Nex Artist, and no such waiver shall be deemed a waiver of any subsequent breach of the same or any other provision.

21. Survival

The following clauses shall continue in full force and effect after the termination or expiry of this Agreement for any reason: clauses 4 (Copyright Protection of the Site), 5 (DMCA), 10 (Limitation of Liability), 11.2 (Indemnification), 12 (Governing Law and Jurisdiction), 15 (Dispute Resolution), and 16 (Arbitration), together with any other clause which by its nature is intended to survive termination. Termination shall not affect any accrued rights, remedies, obligations, or liabilities of either party existing at the time of termination.

Schedule One - Digital Distribution Agreement

Nex Artist makes digital recordings available for streaming through its Web Application at nexartist.app and Mobile Application.

1. The Parties

This Digital Distribution Agreement ("Agreement") is made by and between:

(1) Nex Artist Limited trading as Nex Artist ("Nex") (we, us and our), a limited company registered in the United Kingdom. Our registered company number is 13093536, and our registered office is at 1 Barley Avenue, Winsford, England, CW7 1GT.

and

(2) Music Artist uploading music to the Web Application or Mobile Application (you) (the "Artist")

together known as the Parties.

2. The Recitals

Nex Artist makes digital recordings available for streaming through its Web Application at nexartist.app (the "Nex Artist Web Application") and Mobile Application. This Agreement applies to all Artists who upload Tracks to the platform, regardless of their Subscription Tier, including Artists on the Free tier. Whereas the Artist wishes to licence to Nex Artist certain works on a non-exclusive basis on the terms and conditions in this Agreement. Whereas Nex Artist desires to enter into this Agreement to have the non-exclusive right, but not the obligation, to distribute the Material (defined below) solely through the Nex Artist Web Application and Mobile Application on the terms and conditions in this Agreement.

3. Territory

The territory of this Agreement shall be Andorra, Australia, New Zealand, Canada, Spain, France, Germany, Belgium, Luxembourg, Netherlands, Isle of Man, Ireland, Greece, Italy, Portugal, Switzerland, Austria, Croatia, Gibraltar, Guernsey, Jersey, the United Kingdom and the United States of America (the "Territory").
Nex Artist reserves the right to remove or add to the list of countries within the Territory of this agreement at any time.
This Agreement shall commence at the point you upload your Track(s) and will endure for an indefinite period thereafter, on the same terms and conditions as set out in this Agreement, until terminated by either Party by removal of the Track from the Site.

4. Licensed Recordings

During the Term you will grant us a non-exclusive licence to distribute your digital musical sound recordings ("Tracks"), including photos and videotape footage, stored in any audio, visual, or photographic format, whether now known or hereafter devised (together known as the "Material"), solely through the Nex Artist Web Application and Mobile Application. For the avoidance of doubt, this non-exclusive licence does not prevent the Artist from simultaneously distributing the Material through any other platform, service, or distributor.
Nex Artist shall have all ancillary rights, but not the obligation, as is customary and reasonably necessary to fully exercise our right to distribute the Material on a non-exclusive basis, including, without limitation, the right to use your name, approved likeness, approved photographs and approved biography solely in connection with the promotion and exploitation of the Material on the Nex Artist platform.
Nex Artist does not warrant and shall not be held responsible if the Nex Artist Web Application or Mobile Application does not make any Material available on demand for any technical reason.
Nex Artist neither warrants nor represents that the Material does not include any viruses, corrupted or harmful software elements.
The Material will not be automatically approved. Each Track will be screened for quality and may be rejected at the sole discretion of Nex Artist.
Nex Artist may remove the Material from the Nex Artist Web Application and Mobile Application at any time.
You may remove the Material from the Nex Artist Web Application and Mobile Application at any time.
Nex Artist will remove the Material from the Nex Artist Web Application and Mobile Application but does not under any circumstances guarantee or warrant that it will remove the Material from the Internet.
You accept and understand that Nex Artist is not responsible for illegal copies of the Material on the Internet before, during and after the termination of this Agreement.
Nex Artist will not use, and will not permit any third party to use, the Material to train artificial intelligence or machine learning models for the purpose of generating music, sound recordings, or other audio or audiovisual content, without the Artist's express prior written consent.

5. Ownership

You hereby grant Nex Artist a non-exclusive copyright licence to distribute the Material in the Territory. Without limiting the generality of the foregoing, Nex Artist shall, subject to the terms of this Agreement, have a non-exclusive licence to make the Material available for streaming via the Nex Artist Web Application and Mobile Application throughout the Territory, for so long as the Material remains uploaded to the platform. This licence is limited to distribution through the Nex Artist platform and does not prevent the Artist from simultaneously licensing or distributing the Material through any other platform, distributor, or service. The Artist agrees not to assert any moral rights in or to the Material and agrees that neither the Artist nor any third party shall make any claim against Nex Artist or its licensees based on moral rights.

You hereby grant to Nex Artist for the Term the following non-exclusive rights to be exercised in the Territory:

to distribute and otherwise make available for streaming the Material in whatsoever digital format, now or hereinafter known, on any Internet-enabled device whatsoever including mobile, PDA, PC, MAC either individually or simultaneously, within the Territory, solely through the Nex Artist Web Application and Mobile Application.
the grant of rights shall include all rights in the Tracks necessary for Nex Artist to make the Material available for streaming through the Nex Artist platform free from any adverse claim by you or any third party in accordance with this Agreement.

6. Warranties

You warrant and confirm that:

You have the right and power to enter into and fully perform this Agreement and that Nex Artist shall be entitled to make use of your name and image in connection with the material.
You are encouraged to seek independent legal advice in relation to the meaning and effect of this Agreement before uploading any Tracks to the platform. By uploading Tracks you acknowledge that you have had the opportunity to take such advice.
You shall not assign or transfer any of your obligations hereunder.
Where any Track or other Material contains a cover version of a musical work composed by a third party, the Artist has obtained all necessary licences, consents, and authorisations in writing from the relevant rights holder(s) or their authorised representative(s) in respect of the underlying composition rights prior to uploading that Track.
The Artist shall indemnify Nex Artist and hold Nex Artist harmless from and against any and all losses, claims, damages, costs, and expenses (including reasonable legal costs incurred in investigating and defending any claim) arising from any third-party claim in connection with the breach or alleged breach by the Artist of any obligation, warranty, or representation contained in this Agreement, provided that the Artist is given prompt written notice of any such claim and is not prejudiced by any settlement made without the Artist's prior written consent (not to be unreasonably withheld or delayed).

7. Miscellaneous

Each notice to be given hereunder shall be in writing and shall be sent by email or via the online contact form.
Nex Artist may assign this Agreement provided that it shall be a condition of such assignment that the assignee enters into a direct written covenant with you for the performance of Nex Artist's obligations hereunder until such time Nex Artist shall remain primarily liable to you for the performance of those obligations.
The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

8. Jurisdiction

This Agreement will be construed in accordance with the laws of England whose courts shall have exclusive jurisdiction.

Nex Artist Terms and Conditions