Terms and Conditions
For Pro Account Clients
By using the Synkio service as a Pro Account Client, 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. Creating a Synkio Project
To place a Project on Synkio and find the right Audio for you follow the simple step-by-step instructions:
The terms of your License are flexible but always include these elements:
On conclusion of a successful Project and payment of the Project Fee, you will be issued with a Synkio License for use of your Audio which will be based on your chosen terms and you must comply at all times with the restrictions of these terms and not to make any use of the Audio beyond the restrictions of these terms.
Choose the key elements of your Project. The Project Fee, Mood and Delivery Deadline.
Add some fuller description about your Project. The more accurate and fulsome description you provide, the more likely you are to receive the Audio you are looking for.
Choose the amount that you wish to pay for the Project (which will need to be greater than a minimum amount specified by Synkio) then agree to pay the Project Fee to Synkio, in accordance with these Terms. You will either need to pay the Project Fee in advance via Paypal (or other online payment method chosen by Synkio) or against invoice on completion of the Project.
2. Synkio's obligations for the Project
Once your Project has been submitted, Synkio will invite its Musicians to submit Audio to match your Project and who may provide, if requested by you, examples of previous work, a CV or other reasonable background information if not already on the website. Synkio may also search its database of existing music, which is available for you to see if it can match your Project.
Once you have chosen the Audio for your Project a high-res version will be available to listen to and once approved by you, Synkio will release the Audio to you as a WAV, MP3, AIFF or similar, as a “master” mix or as stems if requested and release the Project Fee to the associated Musician.
If you select more than one Audio submission for your Project, then the Project Fee payable by you will be increased in respect of each winning Audio chosen by you and shall be the same for each winning Musician.
If you don't feel that the Audio matches your Project then Synkio will return the Project Fee to you within 14 days of the Delivery Deadline.
3. Withdrawing/Refunding a Project
You may choose to withdraw from a Project at any stage prior to the Delivery Deadline but must provide feedback and reasons for withdrawal in order to do so. If you withdraw prior to the Delivery Deadline your Project Fee will be refunded in full.
You may also choose to withdraw from a Project or seek a refund for a Project within 14 days following the Delivery Deadline, but only in the following circumstances:
- There has been no Audio submitted;
- You have reviewed and rated all Audio submitted to your Project but decided not to choose any of the Audio; or
- You have received the Audio but the Audio is Defective. Audio
will be deemed to be Defective if:
- Synkio receives a demand or claim from a third party claiming 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.
- You consider that the Audio is not of satisfactory technical quality and are not able to agree this with the Musician. In the event of any dispute between you and the Musician regarding technical quality, you agree that Synkio shall arbitrate and that its 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 shall refund an amount paid by you 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.
4. Use of the Audio, Royalties and Ownership
Your rights as a Client in relation to the Audio are chosen by you on submission of the Project and set out in the Synkio License. You must not reuse or reproduce any Audio which is not chosen by you and warrant and agree that you shall only use the Audio in accordance with the terms of the Synkio Licence issued to you.
If the Audio is not bought by you as a Buyout, then the rights in the Audio shall be shared between you and/or Synkio and/or the Musician in ratios to be chosen by you and you may elect for Synkio to act as agent for further sales of your Audio. Furthermore, your use of the Audio will be subject to payment of Royalties via Audio collecting societies. You agree to correctly report usage of the Audio in accordance with the details on the Synkio License.
Synkio warrants that (subject to any necessary payments to Audio collecting societies) the Audio may be freely used by you in accordance with and subject to the terms of your License and indemnifies you against any valid claim brought against you and loss directly suffered by you as a direct result of a breach of this warranty, excluding any indirect or consequential losses, loss of anticipated profit and/or loss of reputation. Should Synkio decide to defend you against any such claim as a result, you agree to co-operate with Synkio and follow its reasonable instructions in connection with such claim.
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, such as usage of the Audio outside the terms of your License.
5. Making Payment and Refunds
Payment can be made using any method of payment which is specified by Synkio from time to time which may include credit card, PayPal, direct debit and/or bank transfer.
If Synkio issues you a refund, that refund will be paid to you using the same payment methods you used to remit the Project Fee to Synkio as described above or via any other method Synkio chooses from time to time.
Once you have placed a Project you agree not to contact any Musician on the Synkio services for a period of 12 months from the placement of the 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.
7. Credit and Publicity
You agree to include the specified credit to Musician and/or Synkio as set out in more detail on the Synkio licence in relation to all uses of the Audio by you.
Synkio shall have the right to use information submitted by you to the website for its advertising and publicity purposes and the purposes of the Project, including any trade marks and logos uploaded by you.
8. Fees for your plan
Fees for your plan will be confirmed to you by Synkio on email and you agree to make payment in accordance with these terms. Synkio reserves the right to revise fees payable for plans from time-to-time and will notify you in advance on any such changes.
9. 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 accountant any time but any rights in the Audio retained by Synkio and/or Musicians at such time shall survive termination.
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.
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 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.
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 November 2015