Terms and Conditions
Version 2.0 – Effective date: 20 June 2022.
Please use the method indicated on the relevant page of Our Website to indicate that you accept them. If you do not accept these Terms and Conditions, you are not permitted to use any of the music on Our Website.
Our Website is a website operated by Shiny Details Ltd (trading as Triosounds) of Office 1703, 182-184 High Street, North, East Ham, London, E6 2JA, England, UK (UK company number: 07349312) and referred to throughout these Terms and Conditions as “we” or “us” or similar.
1. Terms Used Throughout
‘Music Track(s)’: means any and all of the music tracks which can be downloaded from Our Website;
‘Services’: means the licensing of any and all Music Tracks to you.
2. Contract Between Us
2.1. You represent that you are over 18 years of age; and you are entering into this contract on behalf of a business (whatever that business entity may be, including but not limited to: a limited company, PLC, sole trader, partnership, independent contractor, charitable or other unincorporated organisation). All Music Tracks are supplied for business purposes and not for private consumer use (save where such use is for one of your clients pursuant to clause 7.1).
2.2. Your continued use of our Services shall be deemed acceptance by you of any changes to the Services, our systems and/or Terms and Conditions.
2.3. We may change this document in any way at any time. The version applicable to your contract is the version which was posted on Our Website at the time that the most recent contract was made between us.
3.1. All users of Our Website for whatever purpose, must setup an account, either a free account or a premium account.
3.2. When you visit Our Website, you accept responsibility for any action done by any person in your name or under your account or any password you may have.
3.3. You may not transfer your account to any other person, nor may you allow another person to use or share your account or login details.
4.1. Certain of the Music Tracks are supplied free of charge – these will be indicated on Our Website. You may use them for free, subject to your compliance with these Terms and Conditions.
4.2. The prices and conditions for the yearly package subscription will be clearly set out on Our Website. Payments for yearly packages are due in advance and are non-refundable. The annual pass allows you to download an unlimited number of Music Tracks to be used in an unlimited number of projects which you create to be used in your business (or which your business creates for one of its clients) whilst you have an active subscription.
4.3. The prices and conditions for the licensing of individual Music Tracks will be clearly set out on Our Website. Different individual Music Track licenses have different conditions and different prices. Some such licenses have limits on use, such as copy/download limits and limits on use in certain media or performances. All individual Music Track licenses are lifetime licenses, unless you are in breach of any of these Terms and Conditions, in which case the license will immediately terminate without notice to you. Payments for such licenses are due in advance and are non-refundable. Individual Music Track licenses permit use of the Music Track in one project only, which you create to be used in your business (or which your business creates for one of its clients) whilst your license is active and has not been terminated pursuant to these Terms and Conditions. If you want to use the Music Track in more than one project, you will be required to purchase a license for that Music Track for each project, at the price then applicable and subject to the conditions applicable at that time.
4.4. You will pay all sums due to us under a contract subject to these Terms and Conditions by the means specified without any set-off, deduction or counterclaim.
4.5. If, by mistake, we have under-priced an item, we will not be liable to supply that Service to you at the stated price.
5. Package Renewals
5.1. At any time before expiry of a paid package, you may use Our Website to access your account information and cancel renewal.
At expiry of your paid subscription package we shall automatically take payment from your credit card or debit card of the sum specified on Our Website to automatically renew, if not cancelled prior to the end of your current paid package.
6. Payment Security
We take care to make Our Website safe for you to use.
6.1. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment. We do not retain any financial details.
6.2. If you have asked those payment service providers to remember your credit or debit card details for your next purchase or subscription, they will securely store your payment details on their systems. These details will be fully encrypted and only used to process your automatic yearly payments or other transactions which you have initiated.
7. Permitted Usage
7.1. We hereby grant you a non-exclusive, non-transferrable, with no ability to sub-license, worldwide license subject to these Terms and Conditions, to use each Music Track (which you have the right to download for free or as part of your paid package or license) as the background music to a video, other content, or other visual or non-visual production which you create and use in your own business (or which your business creates for one of its clients – such clients can be other businesses or consumers).
7.2. Once the Music Track has been incorporated into any such content or production at the time that you have an active subscription (in accordance with these Terms and Conditions), the content or production can be used and published indefinitely without limit in time. With a subscription, you can use the Music Track multiple times in various projects provided the project was completed during an active subscription period. Please note that individual Music Track licenses have copy limits per Music Track, meaning that a work which incorporates a Music Track can only be downloaded or otherwise listened to by an end user a certain number of times, and/or the work can only be sold to an end user a certain number of times as part of a physical product, at which point the license terminates without notice (additional use beyond these copy limits will require the purchase of a new license for that Music Track, at the price then applicable and subject to the conditions applicable at that time).
8. Prohibited Usage
8.1. You are not permitted to combine any Music Track with any other music or audio, with the aim of creating a mix, or any use which could be considered as sampling or a similar process.
8.2. While minor modifications may be made to the Music Track, the original composition must remain distinctly recognisable. It is not permitted for modifications to be made that may be deemed to be detrimental to the perceived quality of the Music Work or that change the style or arrangement of the Music Track in any other way.
8.3. No commercial or non-commercial playback or direct broadcast of the raw content of the Music Track as a standalone piece is permitted. For the avoidance of doubt, all synchronisation use, distribution, making available for downloading, streaming, transmitting, reselling, copying, retail, hiring, lending, broadcast and public performance of a Music Track in the form downloaded (whether this is use in part only or the whole track and whether the use is substantial are not) or edited or amended in any way is prohibited (and if you do transform or edit or produce other derivative musical works in breach of this clause, the derivative works and all the intellectual property rights in them shall be owned by us).
8.4. You must not transfer or otherwise provide access to another person or entity, or to the public generally, to enable them to reproduce or consume or re-sell the Music Track or the file which it is contained on.
8.5. For the avoidance of doubt, you must not use a Music Track in whole or part to manufacture, distribute or sell CDs, jukeboxes, mp3s or any other predominantly audio products.
8.6. You must not place a Music Track on or in any product or platform that makes it available in a manner such that a person can without substantial effort extract or access or reproduce it.
8.7. You are provided with a license (a right to use only) pursuant to these Terms and Conditions to use the Music Track and no ownership or intellectual property rights transfer. You must not claim ownership, or otherwise act as if you are the owner or creator of a Music Track.
8.8. A Music Track once downloaded cannot be used by insertion into any new content or production if the creation of that content or production is completed when a current subscription is not active. You should keep records as to when you create content or productions in case of the need to prove dates.
8.9. You may not use any Music Track in relation to productions or content whatsoever:
8.9.1 which are deceitful, threatening, abusive, hateful, defamatory, harmful, obscene or deliberately offensive to any person;
8.9.2 which promote violence, cruelty, illegal activity or discrimination of any kind;
8.9.3 which infringe any copyright, design rights, database right or trademark of any other person;
8.9.4 which are made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
8.9.5 which impersonate any person, or to misrepresent your identity or affiliation with any person or give the impression that what you create emanates from us;
8.9.6 which include visual images of any individuals without having obtained any necessary consents;
8.9.7 which are unflattering or controversial to a reasonable person, including use related to the promotion, advertisement or endorsement of any political party, candidate, or elected official, or in connection with any political policy or viewpoint;
8.9.8 which are pornographic, unlawful, immoral, or otherwise undesirable, including use in connection with pornography, adult videos, adult entertainment venues, escort services, dating services, or similar usage; or in connection with the advertisement or promotion of tobacco, alcohol or illegal products.
8.10. If we indicate to you that we believe that your use of any Music Track contravenes or is likely to contravene any of the restrictions in clause 8, you must immediately cease such use.
9. Use of Our Website
9.1. You agree that you will not, and will not allow any other person to:
9.1.1 modify, or cause damage or unintended effect to any portion of Our Website, or any files or software used on it or within it;
9.1.2 link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser;
9.1.3 collect or use any listings, descriptions, or prices;
9.1.4 collect or use any information obtained from or about Our Website other than as intended by these Terms and Conditions;
9.1.5 webscrape, screen scrape, harvest, copy, download, aggregate, duplicate, reproduce, republish, disassemble, decompile or reverse engineer any of the software in or on Our Website.
10. Disclaimers and Limitation of Liability
10.1. All implied conditions, warranties and terms are excluded from these Terms and Conditions. If an implied condition, warranty or term cannot be excluded, then this clause shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
10.2. We make no representation or warranty that the Music Tracks will be:
10.2.1 useful to you;
10.2.2 of satisfactory quality or provided with any particular level of skill;
10.2.3 fit for a particular purpose;
10.2.4 available or accessible, without interruption, or without error.
10.3. You agree that in any circumstances when we may become liable to you, the limit of our liability will be the limit of any insurance we may have in relation to our business, or the amount paid by you to us in the last year (whichever is lower).
10.4. We shall not be liable to you for any loss or expense which is:
10.4.1 indirect or consequential loss; or
10.4.2 economic loss or other loss of turnover, profits, business or goodwill.
10.5. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999), as well as to us.
11.1. Any contract subject to these Terms and Conditions shall operate indefinitely for general users (or for the period for which you have subscribed to any package or license, in relation to a paid package or license) until terminated.
11.2. We may terminate any contract subject to these Terms and Conditions at any time, for any reason, with immediate effect by sending you notice.
11.3. In the event of such termination by us not due to a breach by you, we will within fourteen days refund to you the balance of any paid subscription or license outstanding for any Service, pro rata on the basis of time or use (as determined at our absolute discretion).
11.4. There shall be no reimbursement or credit if the Service is terminated due to your breach of these Terms and Conditions.
11.5. Termination by either party shall end your right to use any of the Music Tracks in any new content or productions following the date of termination.
11.6. We retain the right to terminate any and all parts of the Services provided to you (including your use of Music Tracks in existing content or productions, even those created during an active paid package or license), without refunding to you any fees paid, if we decide in our absolute discretion that you have failed to comply with any of the Terms and Conditions.
11.7. We reserve the right to remove any Music Track from Our Website at any given time for any reason. You are required to download from Our Website an individual Music Track within 24 hours of the time of entering into the license. Following that time, if we have removed the track from Our Website, the Music Track will no longer be available to download (though all licenses entered into prior to the removal of the Music Track remain valid as per these Terms and Conditions).
12. Interruption to the Services
12.1. If it is necessary for us to intentionally interrupt the Services, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.
12.2. You acknowledge that the Services may also be interrupted unintentionally for many reasons beyond our control.
12.3. You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.
You agree to indemnify us against any loss, damage, claim or liability, suffered by us at any time and arising out of:
13.1. any act, neglect or default of yours in connection with these Terms and Conditions or your use of a Music Track;
13.2. your breach of our contract subject to these Terms and Conditions;
13.3. your failure to comply with any law.
14.1. If any term or provision of these Terms and Conditions is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
14.2. If you are in breach of any term of our contract, we may:
14.2.1 terminate your account and refuse access to Our Website;
14.2.2 refuse to deal with any of your data or requests at our discretion;
14.2.3 issue a claim in any court.
14.3. Any obligation in these Terms and Conditions intended to continue to have effect after termination or completion shall so continue.
14.4. No failure or delay by us to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
14.5. Any communication to be served on either of the parties by the other shall be via e-mail or the contact form on Our Website.
14.6. We shall not be liable for any failure or delay in performance of any of our obligations which is caused by circumstances beyond our reasonable control.
14.7. The validity, construction and performance of these Terms and Conditions shall be governed by the laws of England and Wales and the parties agree to the exclusive jurisdiction of the English courts.