1 About this agreement
This document forms a binding agreement between Showed Media (Showed) and you. It sets out how you may use Showed and what you must do if you wish to listen to, upload, sell or stream music on Showed. Showed is a private company limited by shares.
2 Eligibility to use Showed
You must be aged 13 years or older to use Showed. If you are under the age of 18, you should check with your parent or guardian first. Some explicit Content on Showed may carry other age restrictions, to which you must also adhere.
Unless otherwise stated, Showed is available worldwide without geographic restriction. When you upload Content to Showed, you agree that it can be made available, in accordance with the other terms of this agreement, worldwide. You may access Showed from any place in which it is lawful to do so.
3 User registration and accounts
3.1 Account security
In return for accepting these terms, you may register for a user account on Showed (Account), which entitles you to use the Services. You must take care of your Account username and password, and not reveal this information to anyone. You are solely responsible for preserving the security of your Account.
3.3 Accuracy of account data
You must give us accurate and complete information when you register with Showed and whenever you use the Services. You must also take reasonable steps to update your Account information so that it remains accurate and complete.
3.4 Multiple accounts
You are welcome to signup for multiple accounts on Showed. However, if the number of accounts opened or regularly accessed by you reaches or exceeds 5, we require that you signup for a Publisher Account, which allows you to manage larger numbers of users from one place. In addition, you may not:
- use one account to comment on, rate, download or otherwise promote the content uploaded by another, without fully disclosing that both accounts are related;
- publish the same Content under multiple accounts; or
- otherwise use multiple accounts in a misleading, deceptive or dishonest manner, or in a manner calculated or likely to mislead or deceive other users.
3.5 Inactive accounts
If you have not logged into your account for more than 6 months, we consider your account inactive. We reserve the right to suspend or terminate inactive accounts, but we will first provide notice to you by email.
3.6 Compromised accounts
If you become aware that your account has been compromised, you must notify us immediately. Once we consider that your account has been compromised, we may take any remedial action we see fit, including suspending or terminating your account, halting payments, removing Content and supplying your Account information to third parties.
4 Content on Showed
Showed reserves the right to alter, withdraw or remove Content from the Service at any time.
4.2 Uploading Content
If you have registered an Artist Account with Showed, you may upload Content by using the supplied artist management interface. Content you upload will be stored by Showed on servers controlled by Showed and third parties (for example, cloud storage services and content distribution networks), and will be made available to other users of Showed (and eligible third parties, as when Tracklets are embedded on a website) according to the terms you specify.
4.3 Copyright restrictions on Content
You may only upload Content of which:
- you are the author and sole copyright owner;
- you are a joint copyright owner and have secured the permission of all other joint authors; or
- you are a licensee and are acting within the terms of the permission granted by the licensor.
For the avoidance of doubt, Showed never grants you permission to upload content belonging to someone else without their permission.
4.4 Infringing Content
If you suspect that Content on Showed infringes your or another person's copyright, you should notify us via email at copyright@Showed.com, giving details of the work, URL and deposing or giving an equivalent binding attestation to your ownership rights and good faith belief that the work is being infringed. We will do our best to ensure that legitimate claims are dealt with promptly and any infringing Content removed. However, we are not obliged to act on an accusation without strong evidence of infringement. If we suspect that Content uploaded by you may infringe copyright, we may, at our sole discretion:
- remove the Content;
- suspend access to the Content;
- halt, reverse or redirect payments for transactions relating to the Content (including to the rightful copyright owner).
We will generally attempt to notify you before we take such action. However, if we consider that the circumstances justify an immediate response, we are not obliged to notify you.
4.5 Licence to Showed to use Content
Copyright in all Content uploaded by you to Showed remains with the original copyright owner. However, so that Showed can function, you agree to grant us permission to use the Content as follows:
- worldwide, without geographic or territorial restriction on the places where it may be bought, sold and used in accordance with this agreement;
- royalty-free, except to the extent that we agree to pay you (or the nominated copyright owner) a set rate of royalties, or are otherwise obligated to do so;
- nonexclusive rights to use all Content you supply to Showed on or in connection with the Services, including the rights to:
- reproduce, store, cache;
- communicate to the public;
- offer for sale, sell, lease, license;
- publish, otherwise distribute; and
- alter, transform, and adapt,the Content;
- for the sole purposes of operating Showed, promoting, extending or improving the Services, and for related purposes.
We reserve the right not to use any Content despite you having granted us a licence to do. We may remove or edit any Content, at any time in our sole discretion without notice or liability.
4.6 Licence to users to use Content
Unless otherwise stated, when you purchase Content on Showed, you become entitled to use that Content only for personal, noncommercial use in accordance with the terms of sale set by Showed and the Artist, the Copyright Act 1968 (Cth) and other equivalent legislation in the place in which it is used. Showed does not authorise or purport to grant any permission to use any Content on Showed in a manner that would infringe copyright.
In general, once you purchase Content on Showed you may redownload that Content as often as you wish from your Account, provided your Account remains in good standing. However, Artists may restrict redownloading, in which case affected content may not or may cease to be downloadable more than once. Showed shall have no liability to you in the event that a previously downloaded Product becomes unavailable for redownload. Once a Product is downloaded, it is your responsibility not to lose, destroy, or damage it, and Showed shall not be liable to you if you do so.
4.8 Digital rights management
Nobody likes digital rights management (DRM), least of all us. However, Showed does not restrict the ability of Artists to apply DRM to their Content. If Content is protected by DRM, this must be brought to the reasonable attention of users prior to purchase. In relation to Content protected by DRM, you may not attempt to remove, reverse engineer or otherwise circumvent DRM in a manner that would not constitute fair use, fair dealing or another applicable exception to copyright infringement in the laws of the place in which the act takes place. Any other use of the Content may constitute copyright infringement.
4.9 Promotional uses
Purchasing or otherwise transacting with Content does not transfer to you any promotional use rights in the Content.
Showed has the right, but not the obligation, to monitor any Content submitted by you or otherwise available on the Service, to investigate any suspected breach of this agreement, and to take any action that Showed in its sole discretion deems appropriate as a result of such investigation.
4.11 Service discontinuation
You acknowledge that, because some aspects of the Services require the ongoing involvement of Showed, if Showed changes or discontinues some or all of the Services, you may not be able to use Content you have purchased to the same extent as before. Showed may do so at its election and, to the extent permitted by law, Showed will have no liability to you in that event.
4.12 Third party Content
Certain Content available via the Service may include materials supplied by third parties. Showed may also link to third party websites and materials. You agree that Showed is not responsible for examining or evaluating the content or accuracy of such or related materials, and Showed does not warrant and, to the extent permitted by law, excludes liability for any loss arising from your use of those third party materials.
5 Acceptable usage
5.1 Copyright in Showed
The Service is protected by intellectual property (including copyright) and by other laws. These rights are owned by Showed and its licensors. You agree that you will not use the Service or any aspect of it in a way that infringes these rights or breaches this agreement.
5.2 Explicit Content
Showed does not wish to act as a censor of Content submitted to the Service. As such, when using the Service, you may encounter material that you consider to be offensive, indecent, or objectionable. We will endeavour to point out explicit material where we are aware of it, but are under no duty to do so. You agree that Showed will not be liable for any harm caused by such material.
5.3 Defamatory statements
Showed is a public website accessible by others. Account holders can post comments without administrator approval. While Showed can remove comments if we consider you have been defamed, we do not owe you any duty to prevent these comments or to compensate you for damage that you suffer as a result of what other people may write about you or your activities on the Service. Your first recourse should be with the person who posted such a comment, not Showed. To that end, you agree to indemnify Showed for any injury arising from Content on this website.
5.4 Acceptable usage
You agree not to post defamatory, offensive, hurtful or obscene content (Prohibited Content) onto the Service, or content that a reasonable person would think could possibly be construed in any of those ways. If someone sues Showed in connection with something that you write or post to the Service, you agree to pay the indemnity costs of Showed and any related defendants incurred in defending any action, including preparatory legal advice and settlement costs. You also agree to pay any damages awarded.
5.5 Fair access
Use of this website is allowed on a ‘fair access’ basis. This means that you can do anything subject to three limitations (Fair Access Principles):
- You must not do anything that contravenes or which incites, assists or encourages others to contravene the law;
- You must not do anything that would infringe the rights of Showed or of a third party (eg, copyright); and
- You must not do anything that would materially limit the ability of others to access the Service (Harmful Activities).
Examples of Harmful Activities include: harvesting content, deliberately sabotaging or undermining the Service's operation, uploading data you know or reasonably suspect could harm the Service, inundating the Service with abnormal or artificially-generated requests, and any activity designed to impair Showed, the Service or others’ ability to use it.
6 Transactions and payments
6.1 Showed appointed as agent
When you purchase Content on Showed, Showed acts as agent for the seller (who is either the owner of copyright in the relevant Content or their licensee or assign) (Licensor). Transactions are between you and the Licensor of the Content. Showed is not a party to the transaction between you and the Licensor, and the Licensor reserves the right to enforce its terms of sale. The Licensor of Content is solely responsible for that Content, including its contents, quality and description, to the extent that it ha not disclaimed such warranties. When you upload Content to Showed and specify terms for its distribution, you agree to appoint Showed as your agent to act in accordance with the terms you have specified.
6.2 Terms of agency
Once Content is uploaded by you to Showed, Showed will endeavour to make that Content available for purchase using the Services, with corresponding payments being made to you or the person otherwise nominated by means of the Artist Interface to receive payments (Nominated Beneficiary), minus a deduction for Showed's service fees as set out in clause 6.4. Showed is not obliged to sell the Content and does not represent that you or your Nominated Beneficiary will obtain any profit or benefit from the Content. Showed will pay your Nominated Beneficiary royalties solely in accordance with this agreement when certain actions are taken in relation to the Content, as set out in clause 6.3. Royalties will be paid out at the intervals specified in clause 6.5.
6.3 Royalty events
Royalties will accrue in favour of your Nominated Beneficiary whenever there is the purchase of:
- download rights to a track or album;
- streaming rights to a track or album;
- viewing rights to a live event;
- archive rights to a live event; or
- specific licensed rights to a track,
where the track, album or event, as the case may be, consists of your Content.
6.4 Service fees
In order to provide the Services, we must deduct the Service Fee from all transactions involving your content. We reserve the right to vary this service fee from time to time at our sole discretion.
6.5 Payment of royalties
Showed will pay royalties to your Nominated Beneficiary whenever: the amount of accrued royalties exceeds the Accrual Amount, or the period since the last royalty payment exceeds 45 days, whichever is the later. Showed will pay royalties using PayPal, direct electronic funds transfer or cheque, based on the payment preferences specified in the Artist Interface. Showed is not responsible for errors or misdirected payments if the details you supplied were incorrect, and is not liable to repay any amounts mistakenly paid to a third party.
6.6 Payment for transactions
To pay for a transaction on Showed, you must use an approved payment method. The payment methods we accept are credit card (Visa and MasterCard only) and PayPal. If a credit card is being used for a transaction, Showed may obtain pre-approval for an amount up to the value of the order. Billing will occur at the time of or within 5 business days of your transaction. You agree that you will pay for all Content that is purchased for your Account using the Services, and that Showed may charge your payment method for any additional amounts (including any taxes, late fees, and transaction costs) that may be accrued by or in connection with your Account. You are responsible for keeping your payment methods in good standing and for complying with the terms under which those methods are supplied by your third party payment providers. Once you have used a credit card to pay for a transaction, its details will be stored by Showed to facilitate future orders. If you want to modify your stored credit card details, you must use the User Interface to do so.
6.7 Pricing information
The amounts payable for Service transactions are expressed inclusive of GST and each such amount includes an amount equal to the GST payable in respect of the supply to which the amount relates. No customers are eligible for tax exemptions for transactions made on the Services. All sales and rentals of Content are final. Prices for products offered via the Services may change at any time, and the Services do not provide price protection or refunds in the event of a price reduction or promotional offering. Product types and descriptions are provided for convenience, and you agree that Showed does not guarantee their accuracy. Showed is not responsible for typographic errors.
6.8 Missing Content
If a product becomes unavailable following a transaction but prior to download, your sole remedy is a refund, to the full extent permitted by law. If technical problems prevent or unreasonably delay delivery of your product, your exclusive and sole remedy is either replacement or refund of the price paid, as determined by Showed. Your statutory rights are not affected.
6.9 Electronic contracts
Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. Your electronic submissions constitute your agreement and intention to be bound by this agreement and any additional terms of sale, and to pay for such transactions.
6.10 Risk of loss
Risk of loss and title for all electronically delivered transactions pass to the purchaser in Australia upon electronic transmission to the recipient.
6.11 Third party beneficiaries
You agree that Showed and its related parties are third party beneficiaries of all transactions on Showed. Upon your purchase of any Content, Showed will have the right (and will be deemed to have accepted the right) to enforce the resulting contract of sale against you as a third party beneficiary thereof.
6.12 Transaction currencies
All transactions that occur on Showed are processed using Australian Dollars.
7 Termination and breach
- terminate this agreement, your Account, or both;
- bill you for any or all amounts payable through your Account until the moment of termination;
- terminate your licence to use the Service and Content; and
- prevent your future access to the Service.
Showed reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and, to the full extent permitted by law, Showed will not be liable to you or to any third party should it exercise such rights. You may cease to use the Service at any time.
7.2 Exclusion of warranties
Showed DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME Showed MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY Showed) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
7.3 Limitation of liability
IN NO CASE SHALL Showed, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, Showed'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. Showed SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND Showed HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY. Showed DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND Showed DISCLAIMS ANY LIABILITY RELATING THERETO. PRODUCTS CAN BE DOWNLOADED ONLY ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY PRODUCTS PURCHASED FROM Showed THAT ARE STORED IN YOUR SYSTEM. CERTAIN LEGISLATION, INCLUDING THE TRADE PRACTICES ACT 1974 (CTH), MAY IMPLY WARRANTIES OR CONDITIONS OR IMPOSE OBLIGATIONS UPON Showed WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED OR CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT. THESE TERMS MUST BE READ SUBJECT TO THESE STATUTORY PROVISIONS. IF THESE STATUTORY PROVISIONS APPLY, TO THE EXTENT TO WHICH Showed IS ENTITLED TO DO SO, Showed LIMITS ITS LIABILITY IN RESPECT OF ANY CLAIM UNDER THOSE PROVISIONS TO: IN THE CASE OF GOODS, AT Showed'S OPTION: THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; THE REPAIR OF THE GOODS; THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND, IN THE CASE OF SERVICES, AT Showed'S OPTION: THE SUPPLYING OF THE SERVICES AGAIN; OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
7.4 Indemnity to Showed
BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD Showed, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR, TO THE EXTENT PERMITTED BY LAW, ANY ACTION TAKEN BY Showed AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT, TO THE EXTENT PERMITTED BY LAW, YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM Showed, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF Showed'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT. Showed will not be responsible for failures to fulfill any obligations due to causes beyond its control.
Showed reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Service. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Service will be deemed acceptance thereof. No Showed employee or agent has the authority to vary this Agreement.
8.2 Entire agreement
This Agreement constitutes the entire agreement between you and Showed and governs your use of the Service, superseding any prior agreements between you and Showed. If any part of this Agreement is held invalid or unenforceable, the remaining portions shall remain in full force and effect. Showed's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision.
8.3 Choice of law
The Service is operated by Showed from its offices in Melbourne, Australia. You agree to comply with all laws applicable to your use of the Service. This agreement and all transactions using the Service are governed by the laws of Victoria, excluding its conflict of law rules. You agree not to use the Service in a manner that infringes the law applicable to your conduct in any place from which you may access the Service from time to time.
8.4 Choice of jurisdiction
The courts of Victoria, Australia, shall have exclusive jurisdiction to determine any dispute or difference arising out of, connected with or under this agreement, any transaction using the Service, and any related issue.
Showed may notify you with respect to the Service by sending an email message to your Account email address or a letter via postal mail to your Account mailing address, or by a posting on the Service. Notices shall become effective immediately.
8.6 Law enforcement
Showed reserves the right to take any step we consider to be reasonably necessary or appropriate to enforce or verify compliance with any part of this agreement. This includes the right, without liability to you, to disclose any Account information to law enforcement authorities or a third party rights holder.
Accrual Amount means $25 or as amended from time to time. Artist Interface includes the graphics, user interface, audio clips, video clips, text, scripts and software displayed to or activated for artists registered with an Account on Showed. Content means any data stored by Showed at the request of a user, including music, text, cover art, databases or tables of information, comments, ratings, metadata, previews, audio and video clips, and related information. Service means the provision of online music services using the User Interface and Artist Interface. Service Fee means 20 per cent of the gross transaction amount, or any reasonable payment processing costs associated with supplying the Service, whichever is the greater. Tracklet the element of the User Interface which identifies an item of Content, and which may be embedded on a third party website. User Interface includes the graphics, user interface, audio clips, video clips, text, scripts and software displayed to or activated for users of Showed.
Last updated: 6 June 2020