Terms of Use

The following terms govern your licence of any ZRF Works (as defined herein) from Zen Royalty Free Pty Ltd (ABN 24 653 838 834) trading as Zen Royalty Free (herein referred to as ZRF, we, us and our) and the relationship between you and us, the use of our website located at zenroyaltyfree.com (the ZRF Website) and your rights and obligations in respect of such use.

Access to and use of the ZRF Website are subject to these Terms of Use, together with our Privacy Policy and any applicable Gold, Silver or Platinum Licence Agreement (collectively referred to herein as the Licence Agreements), which together constitute a legal binding contractual agreement between you and us. By using the ZRF Website, registering an account, or purchasing a licence from us, you agree to be legally bound by these Terms of Use, as amended from time to time. You agree to comply with these Terms of Use, and acknowledge and agree that we have the right, in our sole discretion, to terminate your User Account or take such other action as we see fit, including but not limited to instigating legal proceedings and/or reporting you to relevant law enforcement if you breach any provision of these Terms of Use.

For that reason, these Terms of Use are important and you should ensure that you have carefully read and understood the terms and conditions contained herein. If you have any questions about these Terms of Use, our Privacy Policy or our Licence Agreements, you should contact us at zenroyaltyfree.com/contact before you licence any ZRF Work or otherwise use the ZRF Website.

We reserve the right to update, change or replace any part of these Terms of Use at any time. By licensing a ZRF Work and/or using the ZRF Website, you agree to be legally bound by whichever version of these Terms of Use is then in force. It is your sole responsibility to periodically review these Terms of Use for any updates. 

1. ACCEPTANCE OF TERMS OF USE

1.1 By licensing a ZRF Work, registering a User Account, or by accessing, viewing, streaming, or downloading any information or content from or to the ZRF Website, you represent and warrant that:

   (a) you have read and understood these Terms of Use, our Privacy Policy and any applicable Licence Agreements and agree to be bound by the terms and conditions therein; and

   (b) you are at least eighteen (18) years of age, or at least thirteen (13) years of age and have the permission of your parent or legal guardian to licence a ZRF Work or use the ZRF Website.  

1.2 Your licence of a ZRF Work and use of the ZRF Website is subject to your prior acceptance of these Terms of Use. If you do not agree to and/or otherwise do not accept the terms of these Terms of Use, no rights shall be granted by ZRF to you and these Terms of Use and any applicable Licence Agreements shall be automatically terminated and you shall have no right to access, store, copy, use, reproduce, distribute, or otherwise exploit a ZRF Work or use the ZRF Website in any manner.  

1.3 Some features of the ZRF Website are only available to Registered Users however, these Terms of Use apply to all users of the ZRF Website, whether they are a Registered User or not. 

2. DESCRIPTION OF THE ZRF WEBSITE

2.1 The ZRF Website is a hosting service, online marketplace, and facilitator for: 

   (a) Registered Users to licence ZRF Works by way of direct download from the ZRF Website; and 

   (b) Access to the ZRF Content,

   in accordance with these Terms of Use, our Privacy Policy, and any applicable Licence Agreements.

3. REGISTRATION FOR USE OF THE ZRF WEBSITE – PERSONAL INFORMATION

3.1 To access certain features of the ZRF Website, you must create a valid account (User Account) and be a Registered User. You will be required to provide us with personal information in order to create a valid User Account including, without limitation, your first and last name, and your email address. You represent and warrant that (i) the information you provide to us upon registration and at all other material times will be accurate, current, and complete; and (ii) you will maintain and promptly update such information as required to ensure it remains true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that you have provided information that is untrue, inaccurate, not current, or incomplete, we have the right to immediately terminate your User Account without notice. 

3.2 You are solely responsible for maintaining the confidentiality of any account information, including your username and password, and all activity emanating from your User Account, whether or not such activity was authorised by you.

3. 3 If your username or password is lost or stolen, or if you believe that your User Account has been accessed by an unauthorised third party, you are advised to immediately notify us in writing at support@zenroyaltyfree.com and change your password at the earliest opportunity.

3.4 We reserve the right to disallow, cancel, remove, or reassign usernames and permalinks, as determined by us in our sole discretion and may without prior notice, suspend or terminate your User Account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use or an infringement or violation of the rights of any third party or of any applicable laws or regulations.

3.5 Your name, email address, username, password, and any other personal information that you provide to us via the ZRF Website will be handled in accordance with our Privacy Policy.

4. LICENCE TO USE ZRF WEBSITE

4.1 We grant you a non-exclusive, worldwide, non-assignable and non-transferable licence to use the ZRF Website in accordance with these Terms of Use. 

4.2 The ZRF Website may contain links to other websites as well as content added by third parties. We do not endorse, sponsor, or approve any such third party generated content or any content available on any linked website.

4.3 You acknowledge and agree that:

   (a) we retain complete editorial control of the ZRF Website and may alter, amend or cease the operation of the ZRF Website at any time in our sole discretion; and

   (b) the ZRF Website will not operate on a continuous basis and may be unavailable from time to time (including, without limitation, for maintenance purposes). 

5. LICENCE OF A ZRF WORK 

5.1 ZRF Works shall be licenced to you by ZRF: 

   (a) strictly in accordance with the terms and conditions of our Gold, Silver or Platinum Licence, as applicable;

   (b) subject to payment in full of the relevant Fees; and

   (c) on a non-exclusive basis.

5.2 ZRF remains the sole and exclusive owner of all rights, title, and interest (including copyright) in and to the ZRF Works at all times. You acknowledge and agree that the ZRF Works are licensed to you strictly in accordance with the terms and conditions of the applicable Licence Agreements and these Terms of Use. All rights not specifically granted to you pursuant to the applicable Licence Agreements are retained by ZRF.

5.3 Any public performance of a licensed ZRF Work by a Registered User shall be subject to clearance by the applicable performing right society within the applicable territory of the world in accordance with their customary practices and payment of their customary fees. Notwithstanding anything set out in these Terms of Use, the Registered User shall be solely liable for obtaining all required public performance and/or mechanical licences (as applicable) in respect of the ZRF Works and for making payment of all sums in respect of such licences and ZRF shall have no obligation in such regard.

5.4 To compare our Silver, Gold and Platinum Licences, please see our Comparison Chart which can be accessed from our website at zenroyaltyfree.com/licenses. Please contact us to request a custom licence if your needs fall outside of the options provided in our Silver, Gold or Platinum Licences. 

6. PROHIBITED USES OF THE ZRF WORK AND ZRF WEBSITE

6.1 In addition to those prohibitions set forth in our Silver, Gold and Platinum Licences and save as otherwise expressly provided for herein, you must not:

   (a) use any ZRF Work outside of the specific use granted in the applicable Gold, Silver or Platinum Licence, it being acknowledged that you will need a separate and distinct licence for each additional or separate use of the ZRF Work, and each usage by any other person other than the Registered User, outside of that expressly granted in your ZRF Work Licence and permitted under these Terms of Use; 

   (b) reproduce, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute, licence, or otherwise use or exploit any ZRF Work or represent that you may do any of the preceding in respect of the ZRF Work, except as expressly granted in your ZRF Work Licence and permitted under these Terms of Use;

   (c) edit, change, copy, add to, take from, adapt and or translate, in any manner or context, the ZRF Work other than altering the length of the ZRF Work for the purposes of editing the ZRF Work for use within a User Project;

   (d) use the ZRF Work in applications allowing an end user to customise a digital or physical product to their specific needs, such as “on demand”, “made to order” and “build it yourself” applications; 

   (e) permit or otherwise authorise any end user or other person other than the Registered User to use the ZRF Work separately and apart from the User Project;

   (f) alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary legal notices contained in, or appearing on, the ZRF Website or any ZRF Content appearing on the ZRF Website;

   (g) rent, sell, or lease access to the ZRF Website or any ZRF Content on the ZRF Website;

   (h) deliberately impersonate any person or entity or otherwise misrepresent to us your affiliation with a person or entity;

   (i) spam, phish, pharm, pretext, spider, crawl, or scrape; or

   (j) interfere with or circumvent the security features of the ZRF Website or any related website, other websites, or the Internet.

7. CREDIT 

7.1 All ZRF Works are owned by Jason Stephenson and licensed by ZRF. You must ensure that you provide Jason and/or ZRF (as applicable) with a credit as set out in the applicable Gold, Silver or Platinum Licence Agreement, save only where it is technically unfeasible to do so. 

8. FEES 

8.1 In consideration of the rights granted to you, you shall pay the applicable fees in accordance with our Gold, Silver or Platinum Licences and as set out here zenroyaltyfree.com/licenses on the ZRF Website (Fees).

8.2 Fees are payable directly to us through our payment gateway accessed at http://www.stripe.com (Stripe). We reserve the right to charge-back and offset for any charge-backs. If you have been overpaid for any reason (as determined in our sole discretion), you agree to repay us immediately upon request.

8.3 You shall be solely responsible and liable for, and we shall have no responsibility or liability for, any bad debts (such as credit card returns or fraud), Stripe fees (except for fees charged on our Stripe account), credit card transaction fees, disputed payments, and refunds, except as provided in this Licence & Terms of Use.

8.4 We may withhold any taxes, duties, charges, or levies on payments by us to you pursuant to our Gold, Silver or Platinum Licence or these Terms of Use, as may be required by applicable law, rule, or regulation. We shall remit any such withheld taxes, duties, charges, or levies to the appropriate tax authority.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All copyright, trade marks, confidential information and any and all other Intellectual Property Rights of ZRF in respect of the ZRF Works, ZRF Content, ZRF Website remain the sole and exclusive property of ZRF. Nothing in these Terms of Use constitutes a transfer of any Intellectual Property Rights. You acknowledge and agree that, as between you and us, we own all Intellectual Property Rights in the ZRF Works, ZRF Content, ZRF Website and all such rights are reserved by us and our licensors. You are not permitted to publish, manipulate, distribute, or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appear on the ZRF Website (outside of that expressly granted in accordance with the applicable Gold, Silver or Platinum Licence and permitted under these Terms of Use), nor may you use such content in connection with any business or commercial enterprise.

10. WARRANTIES

10.1 You represent and warrant to us that you:

   (a) have the legal capacity and full right, power, and authority to enter into these Terms of Use; and 

   (b) will comply at all times with the warranties, representations, conditions, guarantees, obligations, and terms of these Terms of Use.

10.2 ZRF warrants, represents, and agrees that: 

   (a) it has the right to enter into these Terms of Use and grant the rights herein;

   (b) the use of the ZRF Work shall not violate any law or infringe upon or violate the rights of any other person or entity. 

11. DISCLAIMER OF WARRANTIES, LIMITATION AND LIABILITY

11.1 The ZRF Works, ZRF Website and ZRF Content uploaded to the ZRF Website are (except as expressly provided for in this these Terms of Use and as stated by us) provided ‘as is’ and ‘as available’ for your use (where applicable), without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

11.2 To the full extent permitted by law, we exclude all liability in respect of loss of data, interruption of business or any consequential or incidental damages. We will not be liable for any loss or damage however caused by a distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material as a result of or in connection with your use of the ZRF Website or to your downloading of any material posted on it.

11.3 To the full extent permitted by law, we exclude all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms of Use.

11.4 These Terms of Use are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our option: 

   (a) the supply of services again; or 

   (b) the payment of the cost of having the services supplied again. 

12. INDEMNITY 

12.1 You will indemnify fully and hold ZRF, its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, shareholders and licensors harmless from any claims, loss, damage, proceeding, liabilities, expenses and cost (including all reasonable legal costs), whether in contract, tort, under statute or otherwise, arising directly or indirectly as a result of your use of the ZRF Works, ZRF Website and any ZRF Content including, but not limited to, any claims for infringement of Intellectual Property Rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to your breach of these Terms of Use, or your violation of any applicable law or the rights of any third party.

13. TERMINATION

13.1 We reserve the right to terminate your use of the ZRF Website for violating any of the prohibited uses and/or otherwise in respect of any breach by you of these Terms of Use and we may report any breaches to the relevant law enforcement authorities.

13.2 ZRF shall have the right to terminate the applicable Gold, Silver or Platinum Licence and your right to use any ZRF Work immediately upon your breach of the prohibited uses as set out in the applicable Gold, Silver or Platinum Licence or in these Terms of Use. Upon termination, any and all rights granted to you hereunder shall immediately revert to ZRF and you shall cease using ZRF Work and shall delete or destroy all copies of the ZRF Work obtained by you. 

13. 3 In the event your use of the ZRF Website or ZRF Work is terminated in accordance with this clause 13, ZRF shall have no obligation to make repayment of any Fees paid by you to ZRF. Any such termination shall be without prejudice to any other remedies ZRF may have against you including, but not limited to, injunctive relief, nor shall termination relieve you of your obligations to pay ZRF any applicable Fees unpaid as at the date of such termination.

14. GENERAL

14.1 You must not assign, sublicence or otherwise deal in any other way with any of your rights under these Terms of Use. We may assign, license or otherwise dispose of or deal with any or all of our rights under these Terms of Use, either wholly or partially, without notice or obligation to you.

14.2 If a provision in these Terms of Use is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

14.3 Each party must at its own expense do everything reasonably necessary to give full effect to these Terms of Use and the events contemplated by it.

14.4 These Terms of Use, together with any applicable Gold, Silver or Platinum Licence and our Privacy Policy, constitutes the entire agreement of the parties regarding any use by you of a ZRF Work and/or the ZRF Website and supersedes any and all preceding and contemporaneous agreements between you and ZRF.

14.5 The parties to these Terms of Use are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party.

14.6 These Terms of Use and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of the State of South Australia, Australia and each party consents to the jurisdiction and courts of that State.

15. DEFINITIONS

15.1 In these Terms and Conditions, the following terms have the following meanings: 

Intellectual Property Rights means all intellectual property and proprietary rights (whether registered or unregistered) including without limitation copyright, trademarks, business names, domain names, social media pages, patents, patent applications, designs, inventions, trade secrets, know-how and similar industrial or intellectual property rights.

Registered User or Registered Users means any person who has registered a valid User Account to access every feature of the ZRF Website, purchase a Licence and/or access the ZRF Works.  

User Project means an audio or audio-visual recording created by a Registered User which synchronises, incorporates and/or embodies a ZRF Work with video or voice-over and which falls within a category approved by us.  

ZRF Content means content, data, weblinks and information that may be uploaded, stored, transmitted, submitted, exchanged, or otherwise made available to or via the ZRF Website.

ZRF Work or ZRF Works means those sound recordings owned and/or controlled by ZRF and uploaded by ZRF to together with all underlying musical works including lyrics.

Last Revised: 24th September 2021