This document contains the Registered Client Agreement and the Site Use Agreement. Clients agree to both at registration.
This Agreement regulates the supply of audio content ("Content") to clients by Biblo.tv, together with the services Biblo.tv offers in the licensing or assignment of Content. It operates in tandem with the Site Use Agreement and governs all supply until terminated or amended.
2.1 "Agreement" this Agreement together with all other agreements assented to by the Client as incorporated herein;
2.2 "the Act" the Copyright Act No 98 of 1978, as amended;
2.3 "Biblo.tv" Wormstorm Creative Consultants CC (t/a Biblo.tv);
2.4 "Website" www.biblo.tv;
2.5 "Artist" the Copyright Owner or duly authorised representative submitting Content via the Website;
2.6 "Client" the entity named on registration or the applicable order, and any named end-client identified in the licence. Affiliates are included only if expressly named in the licence.
2.7 "Client Account" the facility granted to the Client by Biblo.tv to preview, download, license and purchase Content;
2.8 "Content" audio content of any nature submitted by Artists and displayed by Biblo.tv, including any Musical Works, Literary Works and Sound Recordings as defined by the Act;
2.9 "Preview Content" low-quality reproductions or technical adaptations (e.g., watermarked files, cut-downs, instrumentals) made available solely for audition prior to licensing;
2.10 "License" the agreement specifying and granting the Client's right of use in Content;
2.11 "License Fee" any remuneration due under a License including, without limitation, Royalty and Renewal Fee;
2.12 "Assignment" the transfer of all rights and title in Content to a Client, including Purchase/Buy-Out;
2.13 "Deed of Assignment" the agreement by which the full rights and title in Content are transferred to a Client;
2.14 "Buy-Out Fee" any remuneration due and payable under a Deed of Assignment;
2.15 "Confidential Information" non-public information provided by or to the Client in the course of using the Website, Client Account and/or Biblo.tv's services, including business, service development, license negotiations and other trade secrets of Biblo.tv;
2.16 "Day" calendar day, unless expressly stated otherwise.
Any reference to the singular includes the plural and vice versa; any reference to a gender includes all genders. Clause headings are for reference only.
3.1 Complete the registration form; accept this Agreement; upon acceptance Biblo.tv will forward instructions to the provided email address.
3.2 Biblo.tv will assess the application and may accept or deny registration in its discretion (subject to the CPA).
3.3 Upon Confirmation of Registration, this Agreement takes effect when the notification is received by the Client in terms of the Electronic Communications and Transactions Act No 25 of 2002 (ECTA).
3.4 The Client must provide accurate Registration Information and thereafter:
3.4.1 Maintain and promptly update Registration Information to keep it accurate, current and complete;
3.4.2 Keep the Client Account's password and identification information secure;
3.4.3 Promptly notify Biblo.tv of any unauthorized use of the Account or Content licensed/assigned via the Account; and
3.4.4 Accept responsibility and risk for all activity on and unauthorized use of the Client Account.
3.5 Biblo.tv may request further information and may reject applications on false, incomplete or other reasonable grounds.
4.1 The Website includes and incorporates intellectual property, including Content, trademarks, software, databases and selection mechanisms.
4.2 No intellectual property available on or through the Website may be broadcast, reproduced, publicly performed, synchronized, modified, sold, reverse engineered, licensed or otherwise used except as expressly permitted by Biblo.tv's Preview provisions or a valid License or Deed of Assignment.
4.3 Except under a separate written data/ML licence from Biblo.tv, Client may not use Content or Preview Content to train, fine-tune, evaluate, or create datasets for any machine learning or AI systems.
5.1 Registered Clients may download Preview Content solely to assess suitability prior to licensing.
5.2 Preview Content may include low-quality reproductions or technical adaptations (e.g., watermarked files, cut-downs, instrumentals) and may not be used in production.
5.3 Preview Content may not be used for commercial purposes, nor to train, fine-tune or evaluate any machine learning or AI systems or datasets.
5.4 Preview Content may not be broadcast, publicly performed, sold, licensed or reverse engineered to create derivative works.
5.5 Any use of Preview Content in breach of this clause constitutes acceptance and issue of an Implied License (see Clause 9).
5.6 Client agrees to delete and destroy all Preview Content and copies within 30 (thirty) days of download.
6.1 Despite the issue of a valid License or Deed of Assignment, Artists retain Moral Rights as provided in the Act (credit and integrity). Biblo.tv may grant a waiver after consultation with the Artist.
6.2 All rights not expressly granted in a valid License are reserved by the Artist. Nothing in this Agreement grants broader rights than the License/Assignment terms.
7.1 Client must furnish and keep current payment information and promptly notify Biblo.tv of any unauthorized payment activity from the Account.
7.2 All fees are exclusive of taxes (including VAT, if applicable). Amounts are due within 30 (thirty) days of invoice. Late amounts may accrue interest at up to 15.5% per annum, calculated monthly, and licenses may be suspended for non-payment.
7.3 Fees shall be paid without set-off of payment costs or foreign exchange charges. Non-payment may result in revocation or suspension of rights of use.
7.4 An Automatic Payment System (card on file or auto-debit) is optional for Clients averaging fewer than one transaction per month over the prior 12 months; Biblo.tv may require it if the Account was overdue for more than 3 months in the prior 12 months or activity averages more than one transaction per month, or as otherwise agreed in writing.
7.5 A kill fee of 30% of quoted license/service fees applies where Biblo.tv performs bespoke Studio Services under a written, Client-approved brief and the project is cancelled or rejected for reasons not due to Biblo.tv's breach.
8.1 Biblo.tv may offer the following Licenses: Primary Synchronisation & Broadcasting; Ancillary (including video-on-demand, merchandising, syndication, adaptations); Radio; Internet; Public Performance; and use on any other media currently known or hereafter devised.
8.2 Unless the Artist has noted License Restrictions, the Standard License terms are the minimum threshold from which to negotiate Licensing Terms and Fees.
8.3 Standard License pricing:
8.3.1 Non-Exclusive Primary Synchronisation & Broadcasting License for an annual licensing fee at industry-standard rates, loosely aligned with the CCA's annual rate card, per Geographical Territory; and
8.3.2 Non-Exclusive Additional Licenses for an annual licensing fee at industry-standard rates, loosely aligned with the CCA's annual rate card, per License, per Geographical Territory.
8.4 Client may request Extended Terms; Biblo.tv will reflect them in an Extended License. Extended Terms (or Artist-noted License Restrictions) may relate to: Geographical Territory; Exclusivity; Primary Licensing Fee; Additional Licensing Fee; Restricted Uses; Existing Licenses.
8.5 Licensing fees relating to additional Geographical Territories and Exclusivity will be negotiated with reference to reasonable fees, standards and usages applicable in the relevant territory.
9.1 If Client uses Content or Preview Content without authorization, Client's intention to conclude a License Agreement is implied and an Implied License is issued immediately on these terms:
9.1.1 Non-exclusive; valid for 90 (ninety) days;
9.1.2 Primary Licensing Fee at industry-standard rates (or USD $6,000, whichever is higher) per geographical territory for initial use; and
9.1.3 Additional Licensing Fee at industry-standard rates (or USD $4,000, whichever is higher) per geographical territory for each additional use.
9.2 Client must promptly inform Biblo.tv of any unauthorized use ("Notice of Unauthorized Use" to licensing@biblo.tv). Use is deemed unauthorized until such notice is given.
9.3 The Implied License fee becomes immediately due and payable upon issue and may accrue interest at 15.5% per annum, calculated daily.
9.4 Client may negotiate a fresh License for authorized use; if Biblo.tv determines Client acted in good faith, Biblo.tv may, but is not obligated to, apply the newly negotiated fee and terms retrospectively.
9.5 Disputes relating to Implied Licenses may be submitted to ADR, at Biblo.tv's election, before court proceedings.
10.1 Subject to availability and additional fees, Biblo.tv may provide: Content editing; Content synchronization; voice recording & synchronization; mastering and broadcast compliance.
11.1 Update payment and registration information regularly.
11.2 Inform Biblo.tv in advance of any intended extended uses to ensure a valid Extended License and avoid an Implied License.
11.3 Provide Flight Codes (or equivalent broadcast IDs) for broadcasted material as available, and submit accurate cue sheets using composer/publisher data supplied by Biblo.tv.
11.4 Ensure amounts due are settled promptly and in full to avoid revocation of rights of use.
11.5 Keep the Client Account secure; only authorized personnel may access it and they must be familiar with these terms.
11.6 Ensure the Client and third parties engaged by Client do not cause breach of this Agreement.
11.7 Promptly provide confirmations of identity/authority and cooperate in complaint investigations upon reasonable request.
11.8 Do not disclose Biblo.tv Confidential Information unless consented or required by law.
11.9 No sublicensing, except to the named end-client and engaged production vendors solely to create the licensed deliverable.
12.1 Client has legal capacity and/or written authority to enter into this Agreement.
12.2 Client shall not grant conflicting rights in Content during the subsistence of this Agreement.
12.3 Client will ensure authorized use of the Website by employees and accepts vicarious liability for their conduct.
12.4 Client will provide accurate and complete information required for licenses and will be responsible for its accuracy.
12.5 Each warranty is material, independent, operates as an indemnity if untrue, and survives suspension or termination.
13.1 Biblo.tv warrants it is ostensibly appointed by Artists to act as: (i) Agent to negotiate/market/grant licenses or sublicenses; (ii) Collecting Agent to collect and remit funds; (iii) Distributor to distribute licensed/assigned Content.
13.2 Biblo.tv warrants it is ostensibly granted authority to deal with: Reproduction; Synchronization; Public Performance; Media & Broadcasting rights (all TV; VOD; radio; internet; tangible media; any other media now known or later devised); Adaptation; Distribution; and to publish information relating to the Client with the Client's consent.
13.3 Biblo.tv may provide Preview Content to Clients without accrual of a license fee and may include Content as part of a collection for licensing as a unit.
14.1 Biblo.tv provides a choice and assessment mechanism; licensing/assignment does not guarantee suitability for Client's purpose.
15.1 Use of the Website and services is at Client's own risk.
15.2 Biblo.tv, its functionaries and affiliates are not liable for costs, claims, damages, penalties or other amounts arising from use of the Website, use of Content, breach of Client warranty or otherwise, unless gross negligence or intentional misconduct by Biblo.tv is proven to be the direct cause.
15.3 Client indemnifies and holds harmless Biblo.tv, its functionaries and affiliates against amounts not founded directly in Biblo.tv's gross negligence or intentional misconduct.
16.1 Complaints titled "Copyright Complaint" may be submitted to complaints@biblo.tv including: identification of allegedly infringing Content; details of the original work; proof of title; and a sworn affidavit with comprehensive allegations of infringement.
16.2 Upon lodgement, Biblo.tv will investigate; forward the complaint to the Infringing Party for response within 7 (seven) days; may suspend the Client Account; and will make a determination within 90 days and notify both parties.
16.3 Upon determination, Biblo.tv may revoke licenses or assignments, terminate the Client Account, ban the Client and/or take other appropriate action within its powers.
16.4 The Infringing Party or Complainant may appeal within 7 (seven) days ("Complaints Appeal") stating the basis and whether the appeal concerns the finding or sanction.
17.1 Client may terminate on 30 (thirty) days' notice by emailing "Notice of Termination" to client@biblo.tv and following the deregistration procedure.
17.2 Biblo.tv may terminate with or without notice for breach; may suspend rights pending investigation of alleged infringement or breach; or for failure to cure a breach within 7 (seven) days of notice; and may ban the Client after termination.
17.3 Upon termination/ban: (i) Biblo.tv may renew licenses previously granted to the person or entity for whose benefit Client licensed Content; (ii) Biblo.tv has 60 (sixty) days to calculate and invoice amounts due; (iii) rights granted to licensees survive unless revoked per this Agreement; and (iv) Client warranties, indemnities, limitations, defenses and representations survive.
17.4 Upon suspension: Biblo.tv will decide within 90 days whether to terminate; Client will cooperate with investigations; Client may not download previews or transact further; appeal rights per Clause 16 apply.
18.1 Links/ads may appear; Biblo.tv does not endorse third-party content; use is at Client's own risk.
19.1 This Agreement, together with agreements expressly incorporated herein, constitutes the entire understanding and supersedes prior discussions on this subject.
20.1 Neither party is liable for failure/delay (other than payment) where performance is rendered impossible by vis maior without fault.
20.2 If performance is substantially prevented for 30 consecutive days, either party may terminate affected obligations on written notice without liability for damages.
21.1 If any non-fundamental provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
22.1 Biblo.tv may amend this Agreement on 60 (sixty) days' notice to the Client; upon expiry the amended terms automatically apply and will be available for download.
22.2 Client may apply to amend certain terms by emailing "Amendment Application" to client@biblo.tv; Biblo.tv will provide an amendment form.
23.1 This Agreement and any disputes are governed by the laws of the Republic of South Africa; exclusive jurisdiction and venue lie with South African courts.
24.1 All notices and communications must be in writing and sent by email to the addresses provided during registration (or updated). Email is valid written notification under the Electronic Communications and Transactions Act of 2002.
25.1 Failure to enforce any provision is not a waiver or relaxation of that provision.
This Agreement contains the terms regulating the use by any and all persons ("User") of Biblo.tv ("the Website"), owned by Wormstorm Creative Consultants CC (t/a Biblo.tv). It operates indefinitely as updated from time to time and is incorporated into other Biblo.tv agreements.
2.1 Users may not use Content except as expressly permitted by Biblo.tv's Preview provisions or a valid License or Deed of Assignment.
2.2 Prohibited activities include: broadcasting, reproducing, public performance, synchronization, modification, sale, reverse engineering, licensing or other use beyond express permissions; data mining/extraction; framing; security interference; and unlawful use.
3.1 The Website includes protected intellectual property. Users gain no rights except those expressly granted in writing by Biblo.tv.
4.1 If a User uses Content without authorization, an Implied License is issued immediately on the terms in Clause 9 of the Registered Client Agreement (including USD thresholds). The User must notify Biblo.tv immediately upon knowledge of unauthorized use and fees become immediately due, accruing interest at 15.5% per annum, calculated daily.
5.1 Biblo.tv is committed to protecting personal information and will collect, use and disclose it ethically and as permitted by law, including POPIA and, where applicable, GDPR.
6.1 Despite protective measures, technical difficulties and malicious code can occur. Users should install appropriate protective software. Biblo.tv is not liable for viruses or destructive programs affecting User systems through Website access or downloads.
7.1 Use of the Website is at the User's own risk; limitations and indemnities apply as in Clause 15 of the Registered Client Agreement.
8.1 Complaints titled "Copyright Complaint" may be submitted to complaints@biblo.tv with identification of the allegedly infringing Content, details of the original work, proof of title, and a sworn affidavit. Biblo.tv will investigate, seek a response within 7 days, make a determination within 90 days, and allow appeal within 7 days.
9.1 South African law governs; exclusive jurisdiction and venue are with South African courts.
10.1 This Agreement applies upon clicking "I Agree" and continues until terminated.
11.1 This Agreement is the entire understanding on Website use and is incorporated into other Biblo.tv agreements.
12.1 Invalidity of any non-fundamental provision does not affect the remainder.
13.1 Failure to enforce any provision is not a waiver.