Tapioca Terms and Conditions

Last updated: October 3, 2023

BY USING THIS WEBSITE, YOU, IN YOUR CAPACITY AS AN ARTIST, COMPILATION CURATOR OR OTHERWISE (COLLECTIVELY, “YOU”, “YOUR”), ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE WEBSITE OR SITES (AS DEFINED HEREIN), INCLUDING BUT NOT LIMITED TO UPLOADING TRACKS OR BROWSING TRACKS UPLOADED TO THE WEBSITE OR SITES.

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

1. Application of the Terms

These terms and conditions (these "Terms") apply to the uploading, viewing, browsing, curating with, or otherwise of Tracks (as defined herein) and related compilation curation through Tapioca and all affiliated websites owned and/or operated by Little Symphony Records Ltd. (collectively, the "Sites"). These Terms are subject to change by Little Symphony Records Ltd. (referred to as “LSR”, "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated” date referenced on the Sites. You should review these Terms before posting, uploading, browsing, or contributing any Track to the Sites that are made available for album curation purposes, or otherwise, through the Sites. Your continued use of the Sites, in your capacity as an Artist or Album Curator (as defined herein) or otherwise, will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Website and Sites. For the purposes of these Terms, words denoting the singular include the plural, and vice versa, and words denoting any gender include all genders; where such changes apply, the rest of the sentence is to be construed as if the necessary grammatical and terminological changes had been made.

2. Website Use

You may post, upload, or otherwise contribute content to Tapioca, including but not limited to sound recording(s) and musical composition(s) embodied therein (hereinafter referred to as a “Track” or “Tracks”). Anyone who posts, uploads, or otherwise contributes a Track to Tapioca or the Sites is hereinafter referred to as “Artist”. You retain all right, title and interest in and to the Track, including copyright ownership, when you post it to Tapioca and Sites. However, to make the Track available, we require a license. Accordingly, by uploading, posting, or otherwise contributing a Track to the Sites, you grant to us a non-exclusive, transferrable, sub-licensable, irrevocable, world-wide license in perpetuity to reproduce, make available, publicly perform and display, communicate to the public, translate, modify, distribute, and otherwise use the Track through the Sites in connection with the Sites’ music streaming service that provides Album Curators (collectively referred to as “Album Curators”) access to Tracks to generate compilation albums. For certainty, and subject to the “Payment and Revenue Split” provision hereof, LSR and users of the Sites shall be entitled to stream the Tracks on our Sites on a royalty-free basis until creation of a Compilation Album (as defined herein). To the extent you provide Tracks that contain names, likeness or photographs, or brand features, you further grant to us the non-exclusive, fully paid, royalty-free, worldwide, and sublicensable right to use such name, likeness, and photographs and brand features on Tapioca and the Sites. Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any "moral rights" or equivalent rights. If you do not want Tapioca or any of our Sites to use your Tracks for these purposes, you should not post Tracks to Tapioca or any of the Sites.

You affirm that if you upload a Track to Tapioca or any of the Sites, you have the legal authority to do so. You represent, warrant, and covenant that by uploading, posting, or otherwise contributing a Track to the Sites that (a) the Track is original and not in the public domain (for clarity, the Track may have been previously released); (b) you own all right, title and interest, including but not limited to 100% of the copyright interest in and to the Track and any and all performances thereon, and no other party has any claim, interest, or rights to the Track OR you have explicit permission, in writing, from any and all rights holders of the Track; (c) the Track is not an interpolation and does not utilize any so called “samples”, but if so, you have obtained all rights necessary to permit us to exploit the Track as set out within these Terms; and (d) you are not bound by any agreement with any other party that would interfere with these Terms and our right to exploit the Track as set out herein.

In posting or sharing Tracks or other information on Tapioca or the Sites, please keep in mind that content and other information will be publicly available and may be used and re-shared by others on Tapioca, the Sites, and across the web, so please use caution in posting or sharing on Tapioca and the Sites, and be mindful of your account settings. We are not responsible for what you or others post or share on Tapioca or Sites.

3. Track Upload Acceptance

You agree that uploading Tracks to the Sites is a grant of license to us to use the Tracks for our Sites’ purpose, which is to make the Tracks available to Album Curators to create Compilation Albums (as defined herein). You (and specifically, Album Curators) agree that using Tracks for Compilation Albums is at all times subject to the approval of the Artist who uploaded the Track, and such Track shall not be incorporated into a Compilation Album until such Artist approves.

4. Creation of Compilation Albums

Compilation Albums on the Sites will be created as follows: (1) the Artists will upload previously-released Tracks to the Sites along with descriptive tags such as genre, mood, and instruments; (2) Album Curators will be able to browse Tracks on the Sites and curate a compilation album (“Compilation Album”); (3) Album Curators shall provide artwork, the name of the Compilation Album, and those Tracks proposed to be used in the Compilation Album to us for review; (4) the proposed Compilation Album shall be sent to all Artists whose Tracks are selected with the following information: track list, Compilation Album name, artwork, and information about the Album Curator; (5) Artists will accept or reject the inclusion of their Track on the proposed Compilation Album; (6) The accepted list of accepted Tracks will then be delivered to Album Curator who may then submit the Compilation Album to us for verification and distribution; (7) once the Compilation Album is live on Digital Service Providers (“DSPs”), the Album Curator shall then use whichever means available to them to exploit the compilation album. Artists shall have the right to remove their Track from the Sites at any time, without notice; however, Tracks that have already been approved for inclusion in a Compilation Album shall continue to be used in those Compilation Albums until we determine, in our sole discretion, to remove the Compilation Album from DSPs.

5. Payment and Revenue Split

For the purposes of these Terms, “Net Receipts” means all monies generated and collected by us and our associated Sites and businesses in connection with the streaming of the Track through the Compilation Album, less reasonably incurred costs and expenses associated with exploiting the Tracks on the Sites, including but not limited to payments to performing rights organizations, applicable unions or guides, etc. FOR THE AVOIDANCE OF DOUBT, TRACKS WILL ONLY BE EXPLOITED BY US THROUGH THE STREAMING AND DIGITAL SALES OF COMPILATION ALBUMS CONTAINING THE TRACK. ALL FORMS OF ROYALTIES ASSOCIATED WITH THE EXPLOITATION OF THE TRACK WHICH ARE RECEIVED BY US WILL BE INCLUDED AS NET RECEIPTS. ALL OTHER ROYALTIES THAT ARE ASSOCIATED WITH THE EXPLOITATION OF THE TRACK OUTSIDE THE DIGITAL EXPLOITATION OF THE COMPILATION ALBUM WILL NOT BE COLLECTED BY US OR INCLUDED IN NET RECEIPTS.

We shall be paid an administration fee in the amount of twenty percent (20%) of the Net Receipts. The remaining eighty percent (80%) of the Net Receipts shall be divided equally between the Artist whose Track is on the Compilation Album and the Album Curator. Artists and Curators are strictly prohibited from renegotiating the division of Net Receipts outside the parameters of these Terms. For clarity, the Artist and the Album Curator shall each receive forty percent (40%) of the Net Receipts earned from streaming of the Track through the Compilation Album, and Artists and Album Curators shall be solely responsible for: (i) payment of any money transfer fees; (ii) any tax obligations (including applicable withholdings); (iii) payment to any third-party contributor(s) of the Tracks who are entitled to royalty payments or other commissions (and Artist and Album Curator shall indemnify and hold us harmless should any third party contributor seek any royalties or payment of any kind from us); and (iv) payment of any mechanical royalties owing to third-parties. For certainty, Artist’s revenue splits as set out herein shall be inclusive of any and all mechanical royalties that may be payable to Artist, if applicable. We shall distribute the Net Receipts on a monthly basis, subject to a three month delay from the month of sale (i.e. streaming or digital sale). We shall collect all revenues associated with the digital exploitation of the Tracks on Compilation Albums. When prompted, it will be the Artist’s and Album Curator’s responsibility to accept an invitation to our third-party distributor’s platform for royalty distribution. Should the Artist or the Album Curator collect any revenues associated with the streaming of the Tracks via the Compilation Album, such revenues are deemed to be held in trust for us and shall immediately be transferred to us.

6. Album Curator Obligations

Album Curators agree to use best efforts to exploit their Compilation Album to generate revenue. Album Curators cannot use or exploit the Compilation Album on any other platform except the Sites or DSPs. Album Curator hereby agrees and acknowledges that it shall not use the Compilation Album for any other purpose other than the exploitation of the Tracks through the Sites or DSPs. Album Curator covenants that they have the right to use any artwork or images used in connection with the Compilation Album and their use thereof does not infringe on any third-party rights, including but not limited to copyrights.

7. Little Symphony Records Ltd. Discretion

We retain the right, within our sole and absolute discretion, to remove any Track or Compilation Album, whether finalized or proposed from the Sites and/or DSPs at any time and without notice to the affected parties. We retain the right to deny Compilation Album requests for any reason whatsoever, whether reasonable or not. We retain the right to deny Artists use of the Sites or the uploading, posting, or otherwise of their Tracks to the Sites for any reason whatsoever, whether reasonable or not. We retain the right to deny Album Curators use of the Sites for any reason whatsoever, whether reasonable or not. We further retain the right to remove Artists, Album Curators, or any other user, from use of the Sites without notice for any reason whatsoever, whether reasonable or not.

8. Indemnification

You shall indemnify and hold harmless Little Symphony Records Ltd. and any of our third-party distributors from time to time, their affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors, and permitted assigns against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other expenses whatsoever, including reasonable legal fees and costs resulting from (1) your breach of any representation, warranty, or covenant under these Terms; (2) any Track posted or otherwise contributed; (3) any activity in which you engage on or through the Site; and (4) your violation of any law or the rights of a third party.

9. Limitation of Liability

WE HAVE BEEN GIVEN ASSURANCES OF TRACKS’ OWNERSHIP IN INTELLECTUAL PROPERTY. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, OR (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU TO US AS THE ADMINISTRATION FEE AS OUTLINED ABOVE. IN NO EVENT SHALL YOU BE ENTITLED TO SEEK INJUNCTIVE RELIEF OR REMOVE THE TRACK FROM THE SITES.

10. Governing Law

All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein (without giving effect to any choice or conflict of law provision or rule (whether of the Province of Alberta or any other jurisdiction).

11. Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 11 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

12. No Waivers

The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Little Symphony Records Ltd.

13. No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

14. Entire Agreement

These Terms constitute all the terms and conditions agreed upon between you and us and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

15. Notices

We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

16. Severability

If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.