Setmixer artist terms v2, effective 4 April 2025
Welcome to Setmixer! We hope you enjoy our service.
1. Introduction: our principles
Thank you for using the Setmixer platform and the products, services and features we make available as part of our App (www.setmix.app) (collectively, the “Service(s)”).
These Terms of Service is between “you”/ “your” (the Artist or legal representative of the Artist who performed the recordings) and Setmixer Ltd incorporated and registered in England and Wales with company number 13736011 whose registered office is at 11 Holyoake Avenue, Woking, England, GU21 4PW (for the purposes hereof, “Setmixer” , “we”, “us”, or “our”) and its “Affiliates” meaning all third-party companies, associated with the storage, listening and distribution of your recordings, the “Content”.
Your use of the Services is subject to these “Terms of Service”. Below we describe the terms that apply to Content on our Service, to your Setmixer Account, and what you can do with the Service. Please read these Terms of Service carefully and make sure you understand and accept it. If you do not understand these Terms of Service or do not accept any part of it, you may not use the Service.
Setmixer was set up with three principles:
Artists should always be in control of their music. We will never share, distribute, or modify the Content, without your permission. And if you want us to delete some of your Content, we will do that, with no questions asked (except something like “Are you sure?”);
We are here for all the artists. Even if you only have two listeners, then we are thrilled that we can make those fans happy via our Service; and
We aim to develop a sustainable live music economy, with concrete programs like our pledge to give 30% of our revenue from the exploitation of the Content back to the venue where the Content recording was made, or the promoter who organized it to further artist and venue support.
These Terms of Service are written to support these principles. They allow us to run our Service in a way to give the artist control, support all artists and to develop a sustainable live economy. To make this Service work for everyone, please follow these Terms of Service when using it.
We hope you agree with these principles. We would love to hear your feedback at any time via email at artists@setmixer.com.
2. Your Setmixer Account
Who can use this Service?
As the Artist, you can use parts of the Service, such as listening to previews or shared Content, without having a Setmixer Account. Only the Artist can listen to the Artist’s Content without a Setmixer Account before it is available to the public via Setmixer. However, you do need a “Setmixer Account” to use some features and may need to pay a subscription fee to access more features.
You can create a Setmixer Account on www.setmix.app. You may access and use the Service as made available if you on the conditions you comply with these Terms of Service and the law. If you are using the Service on behalf of a company or organisation, you confirm to us that you have the authority to act on behalf of that entity, and that entity accepts these Terms of Service.
When you register a Setmixer Account to use the Services, you will provide Setmixer with your username and email address. You must ensure that the email address that you provide is, and remains, valid.
Setmixer do not store your passwords, we only allow login through Google, Apple, or emailed code.
Setmixer’s Privacy Policy (www.setmixer.com/privacy) explains how Setmixer treats your personal data and protects your privacy when you use the Service.
Age Requirements
You may not create a Setmixer Account if you are younger than 18 years of age. By creating a Setmixer Account, you represent that you are at least 18 years of age when you sign up for the Setmixer Account.
Parents and Guardians
If you believe your child under 18 years old has created and/or is using a Setmixer Account, please delete the Setmixer Account immediately.
Restricted Users
You may not create or maintain a Setmixer Account if you are a member of a terror or hate group. You may not subscribe, purchase, or sell any goods or services from Setmixer if you are: located in a country that is subject to a U.K Government embargo or has been designated by the U.K Government as a terrorist-supporting country; or listed on any U.K Government list of restricted parties, entities, companies, or countries.
Specifications
We actively support the major updated web browsers: browsers with at least 10% market share on desktop and mobile in their currently available stable versions. If you are using a different browser of version then that may work, but in that case, we cannot guarantee the correct functioning of our Service.
To be able to stream audio content we would advise you to use an internet connection that supports at least 10Mbps.
Please note that Setmixer is not liable for your mobile charges on your phone, mobile or tablet device, Wi-Fi charges or your electricity fees when using the Setmixer Services.
What can you do with the Content on our Service?
You may view or listen to Content for your personal, non-commercial use. You may also share Content listen only, not download, within the Service, where we make that option available. Where you grant us permission within these Terms of Service, you and Setmixer may monetise the Content as explained in Clause 5 below.
Prohibited Technical Measures
When using the Service, you warrant that you shall not:
access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify, create derivative works, reverse-engineer or otherwise use any part of the Service or any Content except (a) as explicitly permitted by the Service; (b) with prior written permission from Setmixer and, if applicable, the respective rights holders; or (c) as permitted by applicable law;
do anything to interfere with or impair the intended operation of the Service. You are not allowed to circumvent, disable, fraudulently engage, or otherwise interfere with the Service (or attempt to do any of these things), including security-related features or features that prevent or restrict the copying or other use of Content, or limit the use of the Service or Content;
scrape, reproduce, redistribute, use A.I, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of the Service; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
submit any malicious program, script, code, virus, trojan horse, worm, spyware, A.I or any software that may interfere or corrupt the Service;
provide inaccurate information, impersonate others, provide someone else’s information without permission, or do anything that violates someone else’s rights;
submit an unreasonable number of requests to the Setmixer servers or take any other actions to manipulate, interfere with, or damage the Service or Setmixer’s servers;
collect or harvest information from the Service either manually or by using any automated means (such as robots, botnets, or scrapers) except with our prior written permission;
use the Service to distribute unsolicited promotional or commercial content, or other unwanted, or mass solicitations (spam), or to sell advertising, sponsorships, or promotions placed on, around, or within the Service or Content; or
use the Service to view or listen to Content other than for personal, non-commercial use (for example, you may not publicly stream music from the Service or sell the Content on any website or platform).
Code of Conduct
In addition, by using the Service, you warrant that you will not:
Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
Act in a deceptive manner or impersonate any person or organization;
Harass, bully, or stalk any person;
Harm or exploit and users of the Service;
Distribute “spam” in any form or use misleading metadata;
Collect personal information about other users of the Service;
Access another users Setmixer Account;
Use or export any of our Services in violation of any U.S. or other jurisdiction export control laws;
Engage in any unlawful activity; or
Cause or encourage others to do any of the above.
Setmixer will, in its sole discretion, terminate the Setmixer Accounts of any persons who infringe this Code of Conduct or the Prohibited Technical Measures and/or these Terms of Service. In addition, Setmixer and/or its Affiliates and/or any rights holders of the Content may seek legal action against you.
Deleting your Setmixer Account
You may stop using the Service at any time. You can also request us to delete your Setmixer Account, which involves removing all your Content, Uploaded Content, and metadata (defined in Clause 3), with the option to download a copy of your Content first, which may incur a Fee as set out under Additional Features on page 10. Please send us a request on artists@setmixer.com if you wish to delete your Setmixer Account.
If your use of the Service ends, the following terms of these Terms of Service will continue to apply to you: “Prohibited Technical Measures”, “Code of Conduct, Content, Uploaded Content and Metadata Copyright and Licence” and “Clause 6 Our Agreement”.
Deleting your Setmixer Account by Setmixer
Setmixer reserves the right to suspend or terminate your Setmixer Account or your access to all or part of the Service, if:
you materially or repeatedly breach these Terms of Service;
we are required to do so to comply with a legal requirement or a court order; or
we reasonably believe (in our sole discretion) that there has been conduct that creates liability or harm to any user, other third party, or Setmixer.
We will notify you (via your email address) with the reason for termination or suspension by Setmixer, unless we reasonably believe that to do so:
would violate the law or the direction of a legal enforcement authority;
would compromise an investigation;
would compromise the integrity, operation, or security of the Service; or
would cause harm to any user, other third party, or Setmixer.
If your Setmixer Account is terminated or your access to the Service is restricted, you may continue using certain aspects of the Service (such as viewing only) without a Setmixer Account, and these Terms of Service will continue to apply to such use.
If you believe that the termination or suspension has been made in error, you can contact us via email at artists@setmixer.com.
3. Content
Keeping all Content safe
The Setmixer Service consists of our recording service and our storage service. In addition to this we also store information about the Content, including images which we will refer to as metadata.
Setmixer is a provider of hosting Services for Content. We will ensure we keep your Content safe, and we will never share your Content without your express request or approval within the Service.
If you believe your copyright has been infringed on the Service, please notify us via email on artists@setmixer.com.
Recorded Content
When you enter a venue with a Setmixer recorder and you perform, then your performance may be recorded and form part of the Content. By accepting these Terms of Service, you hereby grant Setmixer the right to make those recordings and create the Content.
We will never exploit the Content without your consent. However, by accepting these Terms of Service you allow Setmixer to allow the venue, where the Content was recorded, to “Preview” the recordings for their private listening purposes only. The venue will not be allowed to download, publicly broadcast, use, stream, distribute or exploit the Content.
Upon completion of the performance and its recording, Setmixer shall create an MP3 mix (an “Automix”). Upon accepting these Terms of Service, Setmixer grants you a limited license to download and use this Automix for the purpose of promotion on your website and social media sites, but you are not permitted to monetise this Automix or its promotional use, for example by uploading it to streaming services, or from ad revenue on YouTube.
The Content is recorded by us and then provided to you, the artist who was recorded. We do everything possible to ensure the correct Content is sent to the right artist. But we are not infallible; in rare cases, you might receive a link to a recording that is not yours. We are terribly sorry if that happens. You need to notify us immediately on artists@setmixer.com so that we can make the correct artist happy.
We take this very seriously, and failure to notify us may result in the suspension of your Setmixer Account. Even worse, if you download, modify, or share that Content, we may need to pursue court action on behalf of the other artist. We would do the same for you.
Uploaded Content and Metadata
In addition to the Content, you may be able to upload your own recordings and your metadata (together called “Uploaded Content”) to the Service in-conjunction with Setmixer’s automix and music distribution services. Uploaded Content is provided to us by you and other users of the Services. The person or entity that uploads the Uploaded Content to the Service is liable for it. Setmixer and Setmixer’s Affiliates accepts no liability for the Uploaded Content.
Uploaded Content restrictions
You warrant that you will not submit to the Service any Uploaded Content that does not comply with these Terms of Service or the law. For example, the Uploaded Content you submit must not include any third-party intellectual property (such as copyrighted material) unless you have a valid licence and permission from that party or are otherwise legally entitled to do so.
You may not submit any Uploaded Content that Setmixer believes, in its sole discretion:
Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
Is sexually explicit or promotes a sexual service;
Is defamatory or derogatory to a person or a company;
Is harassing or abusive;
Contains hateful or discriminatory speech;
Promotes or supports terror or hate groups;
Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
Exploits or endangers minors;
Depicts or encourages self-harm or suicide;
Depicts (a) unlawful real-world acts of extreme violence, or (b) animal cruelty or extreme violence towards animals;
Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;
Contains false or misleading claims about (a) vaccination safety, or (b) health-related information that has a serious potential to cause public harm;
Contains a malicious program, script, code, virus, trojan horse, worm, spyware, or any software that may interfere or corrupt the Service or Setmixer’s servers;
Contains false or misleading information about voting or a political party;
Contains conspiracy-related content where the underlying conspiracy theory makes claims that (a) suggest that a real-world tragedy did not occur, or (b) violate other content restrictions; or
Violates any applicable law.
You are legally liable for the Uploaded Content you submit to the Service. We may use automated systems that analyse your Uploaded Content to help detect infringement and abuse, such as spam, malware, A.I produced content and illegal content. Setmixer may seek, at its sole discretion, to terminate the Setmixer Accounts of any persons who infringe this Clause and/or these Terms of Service. In addition, Setmixer and/or its Affiliates and/or any rights holders of the Uploaded Content may seek legal action against you.
If you see or hear any Uploaded Content which you believe does not comply with these Terms of Service, or violates the law, please notify us on artists@setmixer.com.
Content and Uploaded Content Copyright and license
We will own the master recordings of your Content but will only use the Content as per these Terms of Service.
We do not claim ownership of your Uploaded Content, but you grant us a license to use these under our Services. You retain all your copyright in your Uploaded Content.
However, by Setmixer uploading the Content and/or you uploading the Uploaded Content to the Service, you grant to Setmixer a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to use the Content and Uploaded Content (including to reproduce, distribute, share, modify, display, and perform it) for the purpose of operating the Service (as set out herein) and improving the Service.
The licences granted by you above, continue until the Content and/or Uploaded Content is removed. Once removed, the licences will terminate, except where the law requires otherwise. For example, termination of the licence does not require Setmixer to delete Content we reasonably need to keep for legal purposes, but Setmixer will not continue to exploit such Content.
Removing Content and Uploaded Content
If you terminate your Setmixer Account, we will provide you with an opportunity to export your Content from your Setmixer Account, subject to the Fee (as set out under Additional Features below) and any applicable law and policies. Where you have allowed Setmixer to share your Content with Setmixer’s music distributors. Setmixer will inform the music distributors that you no longer wish to use the Setmixer Service, and the music distributors will start the “take-down” process of your Content. Setmixer has no liability to you for the length of time it take the music distributors to take-down your Content. Once your Content has been taken down, then subject to the music distributors terms, you will receive the final statement and payment from the sale of your Content.
You may remove your Uploaded Content and/or your metadata from the Service at any time. You also have the option to download a copy of your Uploaded Content and/or your metadata before removing it. You must remove your Uploaded Content and/or your metadata if you no longer have the rights required by these Terms of Service.
If we reasonably believe in our sole discretion, that any of your Uploaded Content and/or your metadata is in breach of these Terms of Service or may cause harm to Setmixer, our users, or third parties, we reserve the right to remove or take down some, or all, such Uploaded Content, and/or your metadata. We will notify you via email with the reason for our action, unless we reasonably believe that to do so would violate the law, or the direction of a legal enforcement authority, or would otherwise risk legal liability for Setmixer, would compromise an investigation, or the integrity or operation of the Service; or would cause harm to any user, other third party, or Setmixer.
4. Our Service
We may make modifications or changes to all or part of the Service such as adding or removing features and functionalities. We may also need to alter or discontinue the Service, or any part of it. These changes may affect all users, some users or even an individual user.
If we make material changes that negatively impact your use of the Service, or if we stop offering any part of the Service, we will provide you with reasonable advance notice (via the email address you provided or newsletter), except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. If you wish to do so, we will also provide you with an opportunity to export the Content, your Uploaded Content, and/or your metadata from your Setmixer Account, subject to the Fee (as set out under Additional Features below) and any applicable law and policies.
UK Consumer Rights
Under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 you acknowledge and accept that by using the Service you will waiver your fourteen (14) day right to cancel the service and your payment will be taken for your purchase or subscription.
EU Law
If you are a citizen of the EU then the EU Directives Directive (EU) 2019/770 and Directive (EU) 2019/771 apply to you and these Terms of Service. The Directives state, that if digital content and digital services are faulty, then you have the right to following remedies:
asking the supplier to fix the problem; or
if the problem persists, get a price reduction, or terminate the agreement and get a refund.
This right is only for 2 years from the date that you purchased the Service and it subject to Setmixer proving that the digital content or digital service was not defective and/or you did not have the correct specifications as listed in these Terms of Service.
5. Making money with our Service
Our recording service is free, but we charge when you use specific additional features, and we share in the proceeds that you generate with our Service.
Sharing in proceeds
Where so instructed by you, Setmixer will distribute your Content and/or your Uploaded Content via our App (www.setmix.app) and to music distribution services for commercial exploitation. Setmixer will send 70% of the net proceeds (after deductions of all commissions and taxes, and after the mechanical royalty’s payment), we receive from such music distribution into your Setmixer Account or through the purchases and streaming of your Content via our App (www.setmix.app) from your fans directly, along with a royalty statement. Your royalty statement and payment of all monies to you will be also subject to the terms of the individual music distributors as set out in Accessing Proceeds below.
Sharing with your fans
Where so instructed by you, you may sell or stream your Content to your fans, via our App (www.setmix.app).
Your Content can be sold on dedicated, white-labelled pages. There is no Setmixer branding apart from the button which says "Purchase Setmix".
You are in control, you tell us the price you wish to sell or stream your Content at and when you wish to release it. The price will include VAT (at the current rate).
Setmixer handles all purchases of Content. You acknowledge and accept that Setmixer uses a third-party payment provider called “Stripe” (www.stripe.com/gb). Stripe are solely liable for the handling of any purchases .
Setmixer uses a third-party provider called Revolut (www. revolut.com) to pay both Venues and Artists.
Once you have granted Setmixer the rights to commercialise your Content, then you are free to promote the Content to your fans via our App (www.setmix.app), your website and social media via a URL.
In addition, with your permission, the venue that you performed your Content in, may also promote your Content via our App (www.setmix.app), its website and social media via URL and, optionally, affiliates (which the Artist invites, and which we call "marketing links"), unless you decide that your Content is made "secret", in which case only you, the artist, shares the link (but otherwise your Content cannot be found on our App (www.setmix.app).
Subject to the current Data Protection Act 2018, and where applicable the General Data Protection Regulation ((EU) 2016/679), and any other relevant regulation relating to data protection and privacy applicable under English law and the consent of the fan, when a fan purchases your Content we will give you the opportunity to download a text file with share the fan’s email address for with you, and the venue where you recorded the Content. This will allow you to thank the fan for the purchase and interact with them further.
You warrant to Setmixer that;
you will be responsible for allowing the fan to unsubscribe from any of your marketing you send them; and
you have a privacy policy to receive the fan’s personal data; and
you will comply with all applicable requirements of the Data Protection Act 2018 and where applicable the General Data Protection Regulation ((EU) 2016/679), and any other relevant regulation relating to data protection and privacy applicable under English law.
Venue share
If the Content was recorded in partnership with another party, such as a venue or a promoter, then we will share 10% of the net proceeds (after deductions of all commissions and taxes, and after the mechanical royalty’s payment) with that partner for the duration of the contract between Setmixer and the venue/promoter. In all cases you will still receive 70% of the net proceeds, as set out above.
Mechanical royalties
However, if we are obliged to pay mechanical royalties on the Content and/or the Uploaded Content, then we will subtract this from your 70% net proceeds royalty. After all, if you were the songwriter and we must pay mechanical royalties for your tracks to collecting societies (such as PRS) or mechanical license agencies (like Harry Fox Agency), then those royalties are received on your behalf, and you should check with those agencies to retrieve those royalties. If we must pay mechanical royalties or publishing for covers, then this will reduce your net proceeds royalty income in favour of the original songwriter. In both cases, Setmixer does not gain (but also does not lose), which we think is fair.
Taxes
And finally, if required by law, Setmixer or the music distributors will be entitled to withhold and/or deduct local and national taxes from all income received from the exploitation of the Content and/or the Uploaded Content, for example VAT, as listed in your royalty statement in your Setmixer Account.
Accessing proceeds
Royalties are available in your Setmixer Account as soon as they are received and processed by us (normally within 24 hours). When you have a Setmix Account you can access you royalty statement that specifies in detail which royalty you are receiving, for which date, which distribution channel and their commission, the country the income came from, the Content and/or Uploaded Content title, tax deducted and any mechanical royalties that we have paid, all of this is accessed via the finance page within your Setmix Account. The royalties can be transferred immediately from the Setmixer Account to your designated bank account via the “Pay Me Now” button via the finance page within your Setmix Account. If you are represented by a record label, then we are happy for you to assign your record label to make those payment transfers, subject to the appropriate approved documents of authority.
For the avoidance of doubt, you will be solely responsible for your own taxes from the income from the royalties you receive, and you indemnify Setmixer and its Affiliates from any such tax claims.
You are solely liable for entering the correct bank details and receiving your payments. You accept and agree that there is no guarantee of any income from Setmixer, and it is entirely up to you how well the Recordings are exploited.
Setmixer shall maintain full and accurate books and records relating to its exploitation of the Content and/or Uploaded Content. As the owner of the Content and/or Uploaded Content you shall have the right to engage a chartered accountant/auditor (at your own cost) to inspect Setmixer’s books and records relating to the exploitation of the Content and/or Uploaded Content in order to verify the accuracy of any royalty statement in the past 36 months, but no more than once per calendar year, and once with respect to each royalty statement, at Setmixer's place of business, upon not less than thirty (30) days prior written notice via email at artists@setmixer.com. If any such examination or audit discloses an agreed underpayment in the sums paid to the owner the Content and/or Uploaded during the period covered by such examination, then Setmixer shall forthwith pay the full amount of such underpayment to the owner.
Additional features
Although our core service of recording your shows will always be free, we will charge you upfront for these additional content or features:
We allow you to download your recorded Content for a “Fee” (plus VAT), which is set in cooperation with the venue where it was recorded, or with the promoter who organised the show. We share 30% of this Fee back to the relevant venue or promoter, as applicable.
We may charge you to store Uploaded Content depending on the amount of Uploaded Content stored. We will set out what our storage costs are before we charge you and give you the option to continue or cease using the storage. We will never charge you for storing solely the recorded Content.
We may charge for additional functionalities, such as specific mixing options, file conversions or video-related services. We will always make these costs clear in writing to you via email and always require payment in advance, before making these functionalities available to you.
The applicable fees involved in these specific parts will be available on www.setmixer.com as updated from time to time.
6. Our agreement
There are some customary legal terms that we need to add to make these Terms of Service legally binding. Here they are:
Warranty
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.
SETMIXER PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SETMIXER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO; IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We will use reasonable skill and care in providing our Service to you and in keeping a safe, secure, and error-free environment, but we do not guarantee that our Service will always function without disruptions, delays, or imperfections.
Reservation of Rights
Any right not expressly granted to you in these Terms of Service remains the right of Setmixer or the respective rights holders. This means, for example, that using the Service does not give you ownership of any intellectual property rights in the third-party Content you access (including any branding used on or displayed in the Service).
You may not resell streams or downloads, use the Service or its content for any commercial purpose, redistribute or retransmit any Content, Uploaded Content, and/or metadata, publicly perform or display the Service, or make derivative works from the Service or the Content or the Uploaded Content and/or metadata. Any action listed above may cause Setmixer, and/or its Affiliates to seek legal action against you.
Save as required by English law, without limiting the above, Setmixer makes no representations or warranties concerning:
The availability of the Service in any particular jurisdiction;
The availability of the Service on any particular laptop, computer, mobile, tablet device, operating system, or web browser;
The continued support for a particular feature on the Service;
The listening, recording, or downloading quality of any Content, Uploaded Content, and/or metadata. Setmixer does not guarantee that you will be able to use the Service at all times, or listen to any Content or Uploaded Content uninterrupted, error-free or displayed at any particular resolution. The quality of your listening experience depends on a number of factors, including your viewing device and the quality of your internet connection (as listed above);
The content of any Service or the suitability of any Content, Uploaded Content, and/or metadata for any audience. All opinions and statements expressed by Setmixer, or in the Service (or related materials) or those of the Affiliates and/or persons involved in the production of the Service or Content or Uploaded Content and/or metadata,; or
The continued availability or reliability of any Service or the availability or reliability of particular Content, Uploaded Content, and/or metadata within the Service. Content, Uploaded Content and/or metadata may be withdrawn at any time without notice by Setmixer, at Setmixer’s sole discretion and/or as determined by law.
Affiliates may provide links to other websites or third-party websites. Setmixer is not liable for the content of, or any interactions or transactions that may take place on or through, any such websites.
Force Majeure Event
Neither Setmixer nor any Affiliates shall be liable to you for any failure or delay in performance of its obligations under these Terms of Service or the Services arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, a “Force Majeure Event” including, without limitation; acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; insurrection or terrorism, epidemics; pandemics, riots; power failures; computer, mobile or tablet device failure; loss or malfunction of utility, transportation, computer, mobile or tablet device (hardware or software); telephone communication service; accidents; labour disputes, acts of civil or military authority; governmental, civil or military actions; or inability to obtain labour, material, equipment or transportation.
Disclaimer
By law, consumers have certain rights that cannot be excluded or altered by a contract. Nothing in these Terms of Service affects those rights you may have as a consumer. Other than as expressly stated in these Terms of Service or as required by law, Setmixer does not make any specific promises about the Service. For example, we do not make any promises about: the Content provided through the Service; the specific features of the Service, or its accuracy, reliability, availability, or ability to meet your needs; or that any Content you submit will be accessible or stored on the Service.
Limitation of Liability
To the maximum extent permitted by law, Setmixer, its parent company, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Affiliates) whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms of Service shall not be liable to you or your third parties for:
any direct, indirect, incidental, special, consequential, or exemplary damages or losses, including but not limited to; damages for loss of profits, loss of or damage to goodwill or reputation, loss of revenue, loss of sales or business, loss of agreements or punitive damages or contracts or business opportunity, loss of anticipated savings, loss of use or corruption of software, loss of hardware, data or information, or other intangible losses; or
any damages relating to any dispute between you and Affiliates or other user of the Service; or
losses that were not caused by our breach of these Terms of Service; or
the Content submitted by any user on the Service, or for the defamatory, offensive, inappropriate, obscene, unlawful, illegal conduct or otherwise objectionable content of any user on the Service; or
and events beyond our reasonable control such as a Force Majeure Event; or
in all cases whether such losses were foreseeable or not.
Our total liability for any claims against Setmixer by you arising from or relating to the Service is limited to the greater of: (a) the amount of revenue that Setmixer has paid to you from your use of the Service in the 12 months before the date of your claim notice, in writing to Setmixer, or (b) £500,000, whichever is higher.
Nothing in these Terms of Service is intended to exclude or limit any party’s liability for: death or personal injury; fraud; fraudulent misrepresentation; or any liability that cannot be excluded or limited by English law.
Indemnification
You shall indemnify, defend, and hold harmless Setmixer and its parent company, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Affiliates) from any liability, claim, demand, damages, losses, and costs (including legal fees) arising from:
your unauthorized use of the Service and/or the Content and/or Uploaded Content and/or the metadata;
your breach of these Terms of Service or violation of any law or third-party right; and
any Uploaded Content and/ or metadata that you upload or submit to Setmixer and Setmixer’s Affiliates.
Changing or assigning these Terms of Service
We may change these Terms of Service, for example, to reflect changes to our Service or how we do business, when we add new products or features or remove old ones, for legal, regulatory, or security reasons or to prevent abuse or harm.
If we materially change these Terms of Service, we will provide you with reasonable advance notice by email and the opportunity to review the changes, except when we launch a new product or feature, or in urgent situations, such as preventing ongoing abuse or responding to legal requirements. If you do not agree to the new Terms of Service, you should delete your Setmixer Account.
You cannot transfer your rights or obligations under these Terms of Service without our written consent. Setmixer may transfer, licence, sub-licence, assign or mortgage all or part of the rights or obligations under these Terms of Service to Affiliates of Setmixer or, if Setmixer is sold to a third party.
Severance
If any provision or part-provision of these Terms of Service is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted or amended by Setmixer, but that shall not affect the validity and enforceability of the rest of these Terms of Service.
Waiver
If you do not comply with these Terms of Service and we do not act immediately, this does not mean that we are giving up any rights that we may have (such as the right to take action against you in the future).
No Third Parties
No third parties under the Contracts (Rights of Third Parties) Act 1999 shall have any rights under these Terms of Service, except that an Affiliate may enforce the Clauses herein against you, and indemnified parties may enforce indemnification rights.
No Partnership or Agency
Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture or contract of employment between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Entire Agreement
These Terms of Service and the Privacy Policy and the Terms of Use sets forth the entire understanding between you and Setmixer concerning your use of the Services and supersedes all prior agreements regarding the same. These Terms of Service may only be modified by Setmixer. Any changes will be posted by Setmixer and will apply immediately.
Mediation; Jury Waiver; Class Action Waiver
If a dispute arises out of or in connection with these Terms of Service or the performance, validity, or enforceability of it (a “Dispute”) then, you agree to use mediation before commencing any court claim, you agree:
1. To mediate all claims relating to the Setmixer, in the first instance;
2. To waive your right to a trial by jury; and
3. To waive any right to proceed on a class basis or otherwise.
Mediation Procedure
You shall follow the procedure as set out below:
1. You shall give to Setmixer the written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the manager of Setmixer shall attempt in good faith to resolve the Dispute with you; and
2. if the manager of Setmixer for any reason is unable to resolve the Dispute within thirty (30) days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. It is intended that the mediation will start no later than thirty (30) days after the date of the ADR notice.
If the Dispute is not resolved by the ADR meeting, or either party fails to participate, or continues to participate in the mediation, before the expiration of the said period, or the mediation terminates early, the Dispute shall be finally resolved by the courts of England and Wales in accordance with Governing Law Clause below.
Class-Action Waiver
EACH PARTY WAIVES ITS RIGHT TO GO TO COURT TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM, SUBJECT TO MEDIATION.
Governing Law
These Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.