Terms and Conditions
By using the Synkio service as a Musician, you agree as follows. Please read these terms carefully as they are legally binding. If you are under the age of 18 you may use this website only with the consent of a parent or guardian, who should accept these terms of your behalf. We advise you to seek independent legal advice on these terms before using the Synkio service.
1. Responding to a Synkio Project
Projects will be advertised by Synkio and you can choose to pitch for a Project by following the instructions on the Synkio website, which must meet the Project in order to be chosen. You may be asked by either the Client or by Synkio to submit examples of previous work, a CV or other background information before being able to proceed with the pitch.
Synkio manages the information relating to Projects, with respect to the wishes of the Clients. By using the Synkio service, you agree to keep all information relating to the Projects confidential and will not communicate any information relating to the Projects to any third party. You may only disclose this information as required by law or to your legal advisors, as necessary for taking legal advice. You will be requested to accept a Non-Disclosure Agreement before accessing the details of each Project.
2. Being chosen for the Project
For your Audio to be chosen by the Client you must deliver by the Delivery Deadline and meet the Client's Project, which shall be solely their decision. If a Client selects your Audio, you must upload an audio version of the Audio to Synkio for delivery to the Client in a file format specified by the Client. Synkio will deliver the winning Audio to the Client and once the Client has confirmed its technical acceptance of the winning Audio, Synkio will pay you the Project Fee. If a Client selects more than one Audio submission for their Project, then the Project Fee received by you for your Audio shall remain the same.
Sometimes, a Client may pay a fee for delivery of a demo, regardless of whether or not the demo is finally chosen. This cannot be guaranteed by Synkio on every occasion, though we will endeavour to agree this with our Clients and will add this information to the Project whenever it is agreed.
3. Receiving Payment for the Project
If you are chosen for the Project then Synkio will pay you the full amount of the Project Fee on receipt of funds from the Client. This will be paid to you in US Dollars but may be reclaimed by Synkio if any Refund is necessary, as described in these terms. Other amounts (Royalties) may or may not be payable in the future, depending on the type of license selected by the Client.
Synkio is not responsible for money transfer fees imposed by services (such as PayPal or other services) when the Project Fee is paid to you and these costs will be deducted from your payment.
4. Royalty Payments
If your Audio is not bought by the Client as a Buyout, then your Audio will be entitled to receive Royalties via Audio collecting societies. You will be entitled to 100% of the "Composer's share" of publishing and may also be entitled to a share of the "Publisher's share", dependent on the Project you are responding to. If a Client chooses a Buyout option then you will just receive the Project Fee and no Royalties.
In order to receive Royalties you should become a member of a performing right society and inform Synkio of your membership details upon joining. You must also keep us up to date with any changes in your membership so that we can ensure your details are correctly noted on our system. Synkio accepts no liability for incorrect registrations if they are not supplied with the correct membership information and does not apply for membership of collecting societies on behalf of Musicians.
Where the Audio is not bought on a Buyout by the Client and the Client appoints Synkio to act as its agent then Synkio may sell the Audio on to other Clients as well. There will be further Royalties paid for this use and Synkio will keep proper of account in respect of exploitation of the Audio and shall make up statements of account showing the Royalty due to the Musician. Synkio shall forward such statements shown due to the Musician within 60 days of 30 June and 31 December each year.
5. Withdrawing/Refunding a Project
A Client may choose to withdraw from a Project at any stage prior to the Delivery Deadline but will provide feedback and reasons for withdrawal. If a Client withdraws before the Delivery Deadline, Synkio cannot pay any part of the Project Fee.
A Client may choose to withdraw from a Project or seek a refund for a Project, which can be in the following circumstances only within 30 days following the Delivery Deadline if:
- There has been no Audio submitted;
- The Client has reviewed and rated all Audio submitted to their Project but decided not to choose any of the Audio; or
- The delivered Audio is Defective. Audio will be deemed to be
- Synkio receives a demand or claim from a third party who claims ownership of the Audio or any intellectual property rights (including copyright) in the Audio and Synkio accepts (to be determined in its sole discretion) that there may be grounds for the third party's claim;
- The Client considers that the Audio is not of satisfactory technical quality. In the event of any dispute between you and the Client regarding technical quality between you and the Client, you agree that Synkio shall arbitrate and that their decision shall be final and binding. You may contact Synkio to notify them of this at firstname.lastname@example.org.
You agree that any decision taken by Synkio that Audio is or is not defective is final and conclusive and may not be challenged.
In addition, Synkio may refund an amount paid by a Client in respect of Audio supplied by a Musician if (without limitation):
- Synkio is required by law or considers that it is required by law to do so;
- Synkio determines that issuing a refund will avoid any dispute or increased costs to Synkio;
- You placed a duplicate Project in error; or
- Synkio considers that it is likely that the refund is necessary to avoid a credit card charge back or for any other reason at its discretion.
Synkio's determination as to whether a refund is required is final and conclusive and may not be challenged.
6. Ownership of the Audio
In return for the Project Fee, you assign to Synkio and its respective licensees and assigns (without restriction) the rights set out in the Project and by submitting Audio to the project you are deemed to accept the licence terms of the Project.
You agree to all forms of exploitation of the Audio in accordance with the terms set out in the Project and agree not to assert any right (including so-called "moral rights") that would prevent Synkio, or any person authorised by Synkio, from exploiting the Audio in accordance with those terms.
Synkio and its licensees and assigns shall have the right to use adapt change revise delete from add to and/or re-arrange the whole or any part of the Audio and to combine the same the whole or any part of any other work to any extent that they shall desire.
You authorise Synkio and its licencees and assigns to enforce and protect all rights in the Audio and may, in its sole discretion, join you as party to any proceedings in respect of the enforcement or defence of any claim in respect of the Audio. Any legal costs and disbursements incurred by Synkio shall be borne by Synkio and any sum recovered by either party by way of damages or otherwise shall be shared between you and Synkio as if it were royalty income hereunder after reimbursement to you and/or Synkio of any legal costs and disbursements incurred.
7. Audio in Profile and Synkio Library
When you upload Audio to your Profile you grant to Synkio a perpetual, worldwide, non-exclusive, royalty and compensation free licence to use and perform the Audio in connection with the promotion and publicity of your profile (subject to your removal of the Audio) and also the publicity and promotion of Synkio itself. You also agree to the use of your name biography photograph or other reproductions of your likeness for advertising and publicity purposes in connection with the Audio and Synkio.
If you choose the option to upload and include your Audio in the Synkio Library ("Library Audio"), on a track-by-track basis, Synkio shall be entitled to act as an agent in relation to the media that you have selected ("Selected Media") on the terms set out here and provided that it does not grant a licence for any less than the minimum fee you have selected against each Selected Media. Additionally, Synkio shall be entitled to represent your Library Audio on a buyout basis, meaning that respective Licensees shall be entitled to use such licensed Library Audio via any means and media now known or later in existence, without limit, in perpetuity, worldwide, with no subsequent performance or mechanical royalties payable for such usage ("Buyout"), provided that Synkio does not grant any Buyout licence for less than the minimum fee you have selected against the Buyout option.
For such purposes, you grant to Synkio a perpetual (subject only your removal of the Library Audio), worldwide, non-exclusive licence to record, copy, reproduce, broadcast, transmit and perform all or part of the Library Audio in synchronisation with the Selected Media for the entire period of copyright in the Library Audio and in the title, words and music of the Library Audio and for such purposes to licence the Library Audio to such parties as it sees fit ("Synkio Agency"). You understand and agree that where you select the Buyout option in relation to your Library Audio, there will be no subsequent royalties of any kind whatsoever (including performance royalties) payable in relation to the Clients use of the Library Audio.
You agree to all forms of exploitation of the Library Audio in accordance with the Selected Media and agree not to assert any right (including so-called "moral rights") that would prevent Synkio, or any person authorised by Synkio, from exploiting the Library Audio in accordance with those terms.
Your removal of the Library Audio from the Synkio Library will end the Synkio Agency agreement in relation to that specific Library Audio track, provided that it will not affect the rights of any licensee under any licences in place at such time, or the ability of Synkio to conclude any negotiation of licences in progress within a further 60-day period.
Synkio shall be entitled to deduct a 15% share of the gross synchronisation-licensing fee ("Library Sync Fee") in relation to each and every licence by Synkio of the Library Audio. Synkio will pay you the balance of the Library Sync Fee 30 days following full receipt of funds from the Client. This will be paid to you in US Dollars equivalent at the time of payment.
Synkio shall not be liable for any performance or other royalty payment which may be payable to you for the use by Synkio Clients in relation to the Library Media but will notify the Client of their obligations to report such usage to the appropriate collecting societies, where such usage is not on a Buyout basis.
8. Warranties and Indemnity
You warrant that you have the right to grant the rights assigned under this Agreement free of any restrictions and that the Audio is original and does not infringe anyone's rights, is not derivative of or include any other person/company's/band's Audio ("Existing Audio") (unless agreed by Synkio or legitimately licensed) and that there is no claim or other legal action pending or threatened in respect of the Audio.
If your Audio includes Existing Audio, you warrant that you will inform Synkio at the time of submission and set out the terms of the license which has been granted to you for the use of the Existing Audio, which must not restrict Synkio's use of the Audio in any way.
You warrant that you will not (within the prior written consent of Synkio) make any disclosure or supply any information to the public or any third party (other than as may be required by law or a court or in confidence to your professional advisers) in relation to Synkio and the Audio or the terms of this Agreement, all of which shall be treated as strictly confidential.
You agree to indemnify Synkio from and against all costs, proceedings and damages (including Synkio's own legal costs on an indemnity basis) wheresoever and howsoever arising as a result of any breach of your representations, warranties, undertakings and obligations contained in this Agreement. Until such claim has been finally adjudicated or settled or withdrawn Synkio, in its sole discretion, shall have the right to withhold a reasonable proportion of any and all monies becoming payable to you hereunder until the final adjudication or settlement or withdrawal of such claim
You understand and agree that there is no guarantee of being chosen by a Client for your submission and furthermore that Synkio may not grant you the right to enter each and every Project and that Synkio has not made any representation or warranty that you will receive any payments or earn any income from entering Projects.
9. Credit and Publicity
Synkio shall ask Clients to ensure that a credit be given to you, attributing the Audio to you on any Project, however, Synkio cannot guarantee this on behalf of Clients and any failure to include such credit shall not be deemed to be a breach of this Agreement by Synkio.
Synkio shall have the right to use and permit the use of your Audio, your name, biography, photograph or other reproductions of your likeness for its advertising and publicity purposes.
10. Term and Termination
This Agreement shall terminate if Synkio shall enter into liquidation (other than a voluntary liquidation for the purposes of reconstruction or reorganisation) or if a receiver is appointed to take over all or a substantial part of Synkio's assets and is in control thereof for 30 days or more.
Synkio retains the right to terminate your membership at any time in its absolute and sole discretion. You may terminate your membership at any time but any rights in the Audio granted to Synkio shall survive termination.
You agree not to contact any Client on the Synkio services for a period of 12 months from the placement of their Project to deliver to the same of substantially similar Project. Synkio shall be entitled to recover damages from you equal to the sum of the Project, plus associated fees and costs for any breach of this Clause.
Any agreement or warranty or undertaking on the part of two or more persons, shall be deemed to be given or made by such persons jointly and severally.
This Agreement sets out the entire agreement and supersedes any previous agreement between the parties with regard to the exploitation of rights in the Audio. Any amendment or variation hereto must be in writing and signed by both parties.
If any party of this Agreement is determined to be void, voidable, invalid, inoperative of unenforceable by a court of competent jurisdiction to make such determination such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and if possible shall be replaced by such valid, lawful and enforceable provision as most closely achieves the legal, economic or commercial purpose of the original offending provision.
No waiver, express or implied, by one party hereto of a breach by the other party of any of the provisions of this Agreement shall operate as a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement.
Nothing contained in this Agreement shall be deemed to constitute a partnership between the parties hereto.
Synkio shall be entitled to assign the benefit of this Agreement to any third party provided that Synkio shall not thereby be released from its obligations hereunder. You shall not be entitled to assign the benefit of this Agreement to any third party.
This Agreement shall be binding upon you and your heirs, executors, administrators and assignors and should enure to the benefit of Synkio and their successors and assignors.
You acknowledge that your services and the product of your services under this Agreement are of a unique unusual and extraordinary character the loss of which cannot be reasonably or adequately compensated in damages in action at law and you agree that Synkio shall be entitled to injunctive and equitable relief to prevent or curtail any actual or threatened breach by you of the provisions of this Agreement.
Synkio shall not be liable to you in any circumstances in any respect of any claim for loss of opportunity on your part to enhance your reputation.
You undertake to acknowledge, execute and deliver at Synkio's expense all such further instruments or documents and to perform all such further acts as Synkio may reasonably deem necessary to give effect to the terms and provisions of this agreement.
This Licence shall be interpreted in accordance with the laws of the State of Delaware and to the jurisdiction of the Courts of the State of Delaware.
If you do not agree to these terms and conditions, please do not use Synkio and please do not submit Audio. We politely request that you discontinue use of this website now.
Last modified: 15th September 2014