Terms and Conditions

Please note that by using this website you agree to be bound by the terms and conditions set out below.

In creating a Rightsbridge Account you (the Client) hereby agree to the following Terms and Conditions and authorise Rightsbridge Limited (CAE 822910161) of The Whisky Bond, Suite 5.03, 2 Dawson Road, Glasgow, G31 2HA (the “Authorised Party”) to administer your copyrights (or those copyrights within your control) within the Songs, Compositions and Recordings submitted to the Rightsbridge service by the Client.

Set forth below are the full terms of the agreement between the Client and Rightsbridge Ltd (Company Number SC515485). If the following terms are satisfactory, please proceed to pay for access to the service otherwise do not use the service.

1. Introduction

1.1.Rightsbridge offers music copyright administration services (“the Service”). “Rightsbridge” is a trading name of Rightsbridge Ltd, a company registered in Scotland (Company Number SC515485).

1.2.By subscribing to the Service, using the Website and/or submitting your Rightsholder(s), Musical Work(s) and Recording(s), you agree to be bound by the terms and conditions set out below. If you do not agree to be bound by these terms and conditions, please do not use the Service or access the Website.

1.3.These terms and conditions constitute the entire terms and conditions upon which Rightsbridge provides the Service and upon which the Client agrees to contract for the use of the Service except where specifically varied by written agreement by Rightsbridge on its order acknowledgement. They supersede any written or oral representations, statements, understandings or agreements.

1.4The Client allows the Authorised Party to perform the following actions on their behalf and/or on behalf of the interested parties they represent (the Rightsholders):

1.4.1Act as primary point of contact for all Collective Management Organisation correspondence on the Rightsholders behalf.

1.4.2Register ownership in full or in part in any applicable Mechanical Rights and Performance Rights in any Work(s) submitted through the Service to Rightsbridge throughout the World and for the Term of the Service.

1.4.3Register ownership in full or in part in any applicable Phonographic Performance Rights and Phonographic Master Rights in any Recording(s) submitted through the Service to Rightsbridge throughout the World and for the Term of the Service.

1.4.4Request and receive any information from any Collective Management Organisation relating to the Rightsholder.

1.4.5Receive and collect all revenue, income and sums earned by the Work(s) and Recording(s) prior to or during the Term hereof, other than the writer's share of public performance income which shall be payable by the relevant collection society direct to the writers of the Work(s).

1.4.6To collect, process and store the Rightsholders personal details, royalty statements and royalty payments.

1.5.From time to time, it will be necessary to update the terms and conditions and you agree to be bound by the new terms and conditions after the implementation date for the revised terms and conditions.

2. Definitions

In this Agreement: -

“Agreement” means these terms and conditions together with the Client’s Submission using the Rightsbridge Service or Website.

“Date of Agreement” means the date the Client first pays for the Service.

“Exploitation Period” means the dates that Rightsbridge represents the rights of a Rightsholder, Song or Recording.

“Client“ means an individual, company, firm, corporation or public authority and anyone who represents Intellectual Property and who uses this Service.

“CMO” or “Collective Management Organisation(s)” means the company(s) or society(s) where the copyrights will be registered to allow third party music users to license the material. For example, PRS for Music (UK), PPL (UK), MCPS (UK).

“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.

“Mechanical Royalties” or “Mechanical Rights” means the royalties generated or the right to control the mechanical reproduction of lyrical or musical material protected by copyright.

“Metadata” means specific type of information about Work(s) and/or Recording(s) required by Rightsbridge to allow them to deliver the Service(s).

“Musical Work(s)” or “Work(s)” mean a musical composition, single song or collection of songs (containing musical and/or lyrical content) created, owned or controlled in whole or in part by a Rightsholder and is lawfully represented by the Client.

“Performance Royalties” or “Performance Rights” means the royalties generated by or the right to control the public performance of lyrical or musical material protected by copyright.

“Phonographic Master Royalties” or “Phonographic Master Rights” means the royalties generated by or the right to control the mechanical reproduction of a public performance of a Recording protected by copyright.

“Phonographic Performance Royalties” or “Phonographic Performance Rights” means the royalties generated by or the right to remuneration from the public performance of a musical performance embodied within a Recording protected by copyright.

“Point of Confirmation” means the point when the Client has confirmed the accuracy of the Metadata details of their Rightsholder(s) / Work(s) / Recording(s).

"Point of Registration" means the point at which the metadata for a Work(s) or Recording(s) has been submitted to and approved by Rightsbridge and has been submitted by Rightsbridge for registration with a Copyright Management Organisation(s).

“Quarter” or “Calendar Quarter” means the quarter period of the year in which royalties are calculated or paid. Q1 runs from January to March, Q2 from April to June, Q3 from July to September and Q4 from October to December.

“Recording” means an individual sound recording that contains a musical performance.

“Rightsbridge Client Service Policy” means the open policy allowing Clients to contact Rightsbridge by telephone on +44(0)7985 600 943 or email to seek further advice or assistance on an as and when available basis.

“Rightsholder” means an individual, company, firm, corporation or public authority that controls the rights involved in the Work(s) and/or Recording(s) in question.

“Submission(s)” means the process of the Client sending the details of Work(s) or Recording(s) to Rightsbridge by email or website form. Submission of this information shall be deemed as confirmation to Rightsbridge to proceed with the Service.

“Territory” means the World and the known Universe.

“Website” means the Rightsbridge website currently operating under the domain name of http://www.rightsbridge.com or its subdomain dashboard.rightsbridge.com.

“Working Day” means within the hours of 10.00am to 6.00pm, Monday to Friday only, not including weekends, bank or statutory holidays.

“Writing” includes any written paper document, any fax and any email correspondence.

3. Service Provision

3.1.Rightsbridge holds the right, in its sole discretion, to accept or reject any Submission.

3.2.Rightsbridge shall use all reasonable efforts to deliver the Service in accordance with the Website's description.

3.3.Rightsbridge reserves the right to make changes to the Service at any time for any reason, including but not limited to technical, legal, or business reasons. Any significant changes to the Service will be notified to you via the Dashboard.

3.4.Rightsbridge urges any interested or potential Clients to contact them if they require a more detailed explanation of the Service. You can reach us at [email protected] or by calling +44(0)7985 600 943.

3.5.Rightsbridge will send out email updates to the Rightsbridge community, informing clients of royalties that are accessible in their account. Please be aware, as this is our primary means of communicating royalty information to you, that any request to unsubscribe from this email service will result in the Client terminating the service.

4. Appointment

4.1.The Client hereby grants to Rightsbridge, its successors, licensees, and assignees the sole and exclusive right to administer, promote, and collect any applicable Mechanical Rights and Performance Rights income, in whole or in part, in any Work(s) submitted to Rightsbridge through the Service throughout the Territory and for the Term, subject to the provisions of Clause 6.

4.2.The Client hereby grants to Rightsbridge, its successors, licensees, and assignees the sole and exclusive right to administer, promote, and collect any applicable Phonographic Performance Rights income and Phonographic Master Rights income, in whole or in part, in any Recording(s) submitted to Rightsbridge through the Service throughout the Territory and for the Term, subject to the provisions of Clause 6.

4.3.The Client hereby grants Rightsbridge the authority to request and receive any information from a CMO relating to the Client and any Rightsholder represented by the Client.

4.5If you are entering into this agreement for the Services, registering and creating a Rightsbridge account, and/or providing information to us on behalf of one or more other writers, musicians, a group, or a music publisher/administrator or other entity, then you represent and warrant to us that you are duly authorized to do so on behalf of the applicable people, interested parties or entities and to bind them to this agreement.

5. Your Intellectual Property Rights

5.1.Rightsbridge shall have the exclusive right during the Term:

5.1.1.to exploit and administer all rights in and to the Work(s) and Recording(s), whether such rights are now known or hereafter discovered or created;

5.1.2.to receive and collect all revenue, income and sums earned by the Work(s) and Recording(s) prior to or during the Term hereof, other than the writer's share of public performance income which shall be payable by the relevant collection society direct to the writers of the Work(s) (the "Writer(s)"); and

5.1.3.to use the Rightsholder's name, authorised image, approved likeness, and approved biographical material solely in connection with Rightsbridge's exploitation of the Work(s) and Recording(s) hereunder without extra compensation.

5.2.Rightsbridge shall be entitled to appoint third party agents, other designees, sub publishers and collection societies to collect or exploit all rights in the Musical Work(s) and Recording(s), any such appointment shall not affect the Service(s) provided to you.

5.3.Authorization of any sample uses or interpolations, as well as the granting of mechanical licences at less than 100% of the statutory rate, will require your previous written approval (email would suffice).

6. Term.

6.1.The "Term" of this Agreement shall consist of an “Initial Period” which commences upon the Date of Agreement and will continue for a period of one year plus the remaining days in the Calendar Month.

6.2.After the Initial Term expires, the Term will continue on a rolling year by year basis ("extension periods"), unless either party terminates the Term via the Rightsbridge website or by written notice to the other party (email is sufficient for this purpose).

6.3.During the "Term," the Client may contact a Rightsbridge staff member in writing to remove Work(s) and/or Recording(s) from the Service at any time (email is sufficient for this purpose). Subject to a post-Term Exploitation Period and collection rights, as well as the rules and regulations of the relevant performance, licencing, and other collection rights organisations, cataloguing will be removed at the end of the calendar month in which Rightsbridge receives such cancellation notice.

6.4Rightsbridge fees are non-refundable once paid and you are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your Rightsbridge account by you or anyone else using your account.

7. Termination

7.1.Either party may terminate this Agreement immediately and without further obligation to the other party in the event of any material breach of this Agreement by the other party that is not remedied within 30 days’ written notice of such breach.

7.2.If you fail to comply with any of the provisions of this agreement, or Rightsbridge reasonably suspects that you have failed to comply with any of the provisions of this agreement, Rightsbridge may suspend and/or terminate this agreement and/or your account and remove your catalogue from the service without notice to you without further notification, in which case you will remain liable for all amounts due under your account up to and including the date of termination.

7.3.Rightsbridge may terminate provision of the Service immediately if the Client becomes insolvent or enters into liquidation (voluntarily or otherwise), administration or otherwise ceases to carry on business.

7.4.Rightsbridge will not tolerate clients who are rude or insulting, or who otherwise abuse the Rightsbridge Service, staff or third party affiliates in any way, and reserves the right to immediately cancel the Service as a result of such behaviour (at the sole discretion of Rightsbridge).

7.5.Rightsbridge reserve the right to terminate if the Client fails to adhere to any legal requirements or regulation.

7.6.Where the Client has contracted for Services, Rightsbridge will automatically continue to supply services on an ongoing basis unless otherwise instructed by the Client.

7.7.Rightsbridge may also terminate the Term if Rightsbridge no longer provide the Services or for any other reason.

7.8.After the Term and Exploitation Period, we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions and Recordings that was earned during or before the Term and/or Exploitation Period. We will continue to account to you for all such income.

8. Delivery of Works.

8.1.The Client shall deliver to Rightsbridge details of all Rightsholder(s), controlled Work(s) and Recording(s) they wish to have included in the Service via the Rightsbridge website or by email to a Rightsbridge member of staff.

9. Basis of Use of the Website.

9.1.You agree to the following:-

9.1.1.that you are aged 18 or over and have the capacity to enter into binding contracts;

9.1.2.that you understand, acknowledge and accept the exclusion of liability and disclaimer provisions contained in the following;

9.1.3.that you will only access the Information on the Website or use the Service for your own personal use, and that you will not, at any time, publish, reproduce, store, or retransmit any of the information provided or contained on the Website.

9.1.4.that you shall not use the Information for any unlawful purpose or in any unlawful manner;

9.1.5.that you will not use the Service, the Website, or the information in any way that may violate third-party rights (including, but not limited to, copyright, trademark, or confidentiality rights);

9.1.6.that you will not use the Website to run any software that routinely downloads web pages for offline or online viewing, whether for personal, commercial, experimental, educational, or any other purpose;

9.1.7.that all Intellectual Property Rights in the Information and the Website (including, without limitation, copyright, trademarks, and any other rights) shall remain vested in Rightsbridge at all times;

9.1.8.that you will defend, indemnify, and hold Rightsbridge harmless from any and all claims, liabilities, damages, costs, and expenses, including legal fees, arising from any misuse of the Service, misuse of Information on the Website, or breach of your responsibilities under this Agreement.

10. Client Obligations.

10.1.No Agreement in respect of any Services shall exist between the Client and Rightsbridge until the first “Point of Confirmation” has been submitted to Rightsbridge from the Client.

10.2.Submissions must be sent to a Rightsbridge representative through email or through the website. The Client will be required to complete the online process in order to do so. The Client will be needed to register, create an account, and fill out certain required fields on a form in order to do so. This may entail the disclosure of sensitive information such as your username and password (s). The Client acknowledges and accepts that they are solely responsible for keeping such security information secure and confidential at all times. If the Client becomes aware of or suspects any illegal use of these security information, or if they become available to an unauthorised party, the Client shall immediately notify Rightsbridge.

10.3.By registering, the Client certifies that all information provided is accurate, up to date, and comprehensive. Rightsbridge retains the right to check all Submissions for eligibility.

10.4.The Client warrants and represents to Rightsbridge that any text, trademarks, or other material supplied to Rightsbridge for inclusion in the Work(s) or Recording(s) is either owned by the Client or that the Client has permission to use each of these elements from the rightful owner, and that Rightsbridge's use of such material will not infringe on any third party's intellectual property rights.

10.5.Pending the outcome of any claim or action Rightsbridge shall have the right to withhold payment of such portion of monies due hereunder as shall be reasonably related to the amount of the claim and estimated legal expenses; provided, that any amount so withheld shall be released if (and to the extent that) legal action shall not have been commenced with respect thereto in a court of competent jurisdiction within one (1) year following such withholding; and provided, further, that Rightsbridge shall not withhold monies otherwise due to the Client if they shall deliver to Rightsbridge an indemnity or surety bond that is satisfactory in all respects to Rightsbridge.

10.6.The Client is responsible for providing a satisfactory level of cooperation and for providing all necessary Information, documentation and access to enable Rightsbridge to deliver a quality Service including;

10.6.1.provision of the correct Metadata to allow Rightsbridge to register the Rightsholder(s), Work(s) and Recording(s).

10.6.2.when requested, the provision of identification documents such as passport scan(s), driver’s license scan(s) and proof of address, commonly used in the process of Rightsholder verification with CMO’s.

10.6.3.revision of content including checking of grammar and spelling mistakes or content incorrectly worded or phrased.

11. Changes

11.1.Any modification in the nature, scope, or timing of the Service, or in any other aspect of this Agreement, must be requested in writing by the Client. Rightsbridge will notify the Client of the consequences, including any potential increases in Service costs, and the Agreement will be updated to reflect the changes, including any modifications to the Service fee and/or term that may be agreed.

12. Service Charges

12.1.Payment for the Rightsbridge Service is received through Subscription on the Rightsbridge website. Payments are processed by Stripe and Clients are required to set up a Stripe profile where fees are drawn from the Client on a monthly or annual basis based on their preference and/or account type.

12.3.The Subscription only covers services originally agreed at the time of Agreement and any additional services and labour will be subject to quotation at the time of enquiry.

12.4.For the avoidance of doubt, synchronisation based services are not covered by the subscription service and fees and commission points on synchronisation services will be calculated, negotiated and charged separately.

12.2.With regards to payment for additional Services, Rightsbridge may deduct the amount chargeable from the surplus in the Client’s account subject to approval by the Client or payment may be made through Stripe.

13. Payment of Royalties

13.1.Rightsbridge will provide statements to the Client within 20 working days of receiving both statements and payment from each Copyright Management Organisation, and Rightsbridge will pay the Client monies requested by the Client within 10 working days of the request submission, provided that Rightsbridge receives sufficient funds from the Copyright Management Organisation(s).

13.2.A £1 (One Pound) administration charge will be applied to payments from Rightsbridge to the Client made by bank transfer to a UK bank account. Payments made to the Client by Rightsbridge via bank transfer to a non-UK bank account will be subject to a further administration fee to be determined by Rightsbridge in accordance with the terms of any non-UK bank charging structure. For payments made using PayPal, there will be no such administration fee. The Client may verify accountings received by Rightsbridge just once and after the term has expired to validate the correctness of statements provided to the Client hereunder.

14. Division of Income.

14.1.In consideration of the rights granted Rightsbridge shall account for and pay to the Client 100% of the Client Earnings as defined below, derived from any exploitation of the Work(s), the Recording(s) and any other rights hereunder including but not limited to Mechanical Royalties and Public Performance royalties.

14.2.For the avoidance of doubt, if the Client or Rightsholder is a member of a CMO they shall receive 100% of the writer’s share of public performance income directly from that CMO and the balance from Rightsbridge.

14.3."Net Receipts" means all monies, revenue, income and sums received by Rightsbridge from the use or exploitation of the Work(s), the Recording(s) and any rights hereunder anywhere in the Territory, after deduction of any sales tax, collection fees or bank charges charged by any third-party agents.

14.4.“Client Earnings” means Net Receipts as defined above plus any monies paid directly to Client or a Rightsholder from a CMO.

14.5.In the event that Rightsbridge receives royalties derived from the use or exploitation of the Work(s) or Recording(s) following the expiry of the Term or termination of the Agreement, Rightsbridge shall continue to report all such earnings to the client and will deduct a handling fee of ten percent (10%) from royalties accrued post Term.

15. Warranty Given by Rightsbridge Ltd.

15.1.Rightsbridge undertakes to use reasonable skill and care in providing the Service as described on the Website.

16. Disclaimer and Limitation of Liability

16.1.The Client uses the Service at its own risk and in no event shall Rightsbridge be liable to the Client for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from Rightsbridge negligence) including, but not limited to, loss of profits, loss of contracts, change in Clients circumstances, business interruptions, loss of or corruption of data or the Client’s inability to use the Service, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.

16.2.If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Rightsbridge becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence but specifically excluding personal injury or death resulting from Rightsbridge negligence) or otherwise, will not exceed the total charges paid by the Client preceding such liability arising.

16.3.The Client must make every effort to secure their Client’s name and passwords, and should not under any circumstance disclose their Client’s name and password details to a third party or by an email request. Rightsbridge, nor its directors, employees or representatives will be liable for damages arising out of or in connection with the use of this Website or the information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind.

16.4.It is the Client's responsibility to maintain an updated browser, firewall or anti-virus and anti- spyware software. The Client must protect their device and ensure they update all security software by downloading the latest security patches from relevant software providers.

16.5.Rightsbridge cannot guarantee 100% uptime and endeavours to provide Services as described on the website.

16.6.Rightsbridge is not liable for the Client's failure to generate revenue from their Work(s) and/or Recording(s) or for the Client's failure to do so. The Client also waives all claims and warrants, represents, and agrees that they will not make any claim, nor will any liability be imposed on Rightsbridge based on a claim, that more Net Sums or better business could have been generated or achieved by Rightsbridge and/or its licensees than was actually generated or achieved.

16.7.Rightsbridge will calculate and report to the Client a total earned and total balance sum for each Rightsholder represented on the account. This sum is calculated from the data made available to Rightsbridge from the Client and the distributing collection society. Rightsbridge cannot ensure 100% accuracy however they will endeavour to be as accurate as possible.

16.8.Rightsbridge will not be held responsible for any delay to the Service caused by third party mistakes or external delays.

16.9.The Client is responsible for ownership of the Intellectual Property or gaining permission to use the Intellectual Property they submit. Rightsbridge takes no responsibility regards such issues.

17. Rightsbridge Proprietary Rights

17.1.All Intellectual Property rights in the materials on this Website (as well as the organisation and layout of this Website) together with the underlying software code are owned by, licensed or authorised to Rightsbridge, its assignees, licensees or sub-licensees thereof and the copyright in the text, artwork, graphics and images on the Website is owned by Rightsbridge or its licensors or its content or technology providers except where otherwise specified. Nothing in these terms and conditions transfers any rights of ownership of such Intellectual Property Rights, or constitutes a licence to use such Intellectual Property rights other than to the extent expressly set out in these terms and conditions. Without Rightsbridge’s prior written permission, the Client may not copy, modify, alter, publish, broadcast, distribute, sell or transfer any material on this Website or the underlying software code whether in whole or in part. However, the contents of this Website may be downloaded, printed or copied for your personal non-commercial use.

18. Force Majeure

18.1.Rightsbridge shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Service, if the delay or failure was beyond their reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond reasonable control:

18.1.2accidents, war, acts of terrorism, threats of acts of terrorism, riots, fire, flood, weather, hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns, pandemics, prolonged shortage of energy supplies, technical problems, external circumstances preventing suppliers delivering against deadlines or preventing delivery of third party against agreed commitments including postal delivery services, and acts of state or governmental action prohibiting or impeding any party from performing its respective obligations under the contract.

19. Statutory Information

19.1.This website is owned and operated by: Rightsbridge Ltd, Unit 5.02, The Whisky Bond, 2 Dawson Road, Glasgow, G4 9SS.

20. Privacy and Data Protection

20.1.Please read the Rightsbridge Privacy Policy. The Client hereby warrants that the supply of any other person’s personal information (as defined in the European Union General Data Protection Regulation 2018) is made on behalf of and with the express permission of the other party concerned.

20.2.From 1 January 2021, Rightsbridge will rely on the European Commission’s Standard Contractual Clauses (SCCs) for transfers of personal data out of the European Economic Area to processors established in third countries. As a provider of Data Controller Services, Rightsbridge will also include and abide by the SCCs for transfers of personal data to controllers established in third countries.

21. Assignation

21.1.Rightsbridge shall be entitled to subcontract, assign or transfer their obligations or rights to a competent third party or to any associated company whether in whole or in part. The Client may not assign or transfer any of their rights or obligations without written consent from Rightsbridge.

22. General

22.1.These terms and conditions contain all the terms of the Agreement relating to the Client's use of the Website. No other written or oral statement (including statements in any brochure or promotional literature published by Rightsbridge) will be incorporated. The Client's use of the Website, any downloaded material from it and the operation of these Conditions shall be governed by, construed and interpreted in accordance with the law of Scotland and the Client agrees to submit to the jurisdiction of the Scottish courts.

22.2.Failure or delay by Rightsbridge in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.

22.3.The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

22.4.The Client agrees that they enter into this Agreement with all knowledge of its terms, freely and voluntarily, and with a complete understanding of all consequences it brings.

22.5.Nothing herein contained shall constitute a partnership between or a joint venture by Rightsbridge and the Client.

22.6.Neither party hereto shall hold itself out contrary to the terms of this paragraph, and neither party shall become liable for any obligation, act or omission of the other party contrary to the provisions hereof.

22.7.If any provision of this Agreement shall be declared invalid, same shall not affect the validity of the remaining provisions hereof.

22.8.No waiver of any provision of this Agreement or of any default hereunder shall affect the waiving party's rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.

22.9.The headings of the paragraphs are solely for the convenience of the parties.