Terms and Conditions for White Label Services
1. Introduction
- These Terms and Conditions govern you and your Company’s use of The Source B.V.'s (“The Source”) Services including but not limited to the White Label Platform (“WLP”), Website, the Portal, the Knowledge Base, the Content Editor (“CE”) and other Applications, hereafter referred to as Services.
- By using and/or accessing these Services, you, your Company and any individual employed by your company or given permission to act on behalf of your Company (Company User) to use The Source Services agrees to be bound by these Terms and Conditions.
- In the event that your Company delivers Content partly or wholly via The Source’s existing DSP deals these Terms and Conditions will incorporate by reference The Source’s Digital Distribution Terms and Conditions which are published on The Source Knowledge Base and which may be updated from time to time: https://support.the-source.eu/kb/a174/terms-and-conditions-the-source-b_v_.aspx
2. Definitions
In these Terms and Conditions, the following words shall have the following meanings:
“Company” means that legal entity and business organisation which has entered into an agreement with The Source B.V. via The Source White Label Agreement for the use of The Source White Label Platform and other associated The Source Services.
“Company User” means you or any individual employed by Company or given permission to act on behalf of Company to use The Source White Label Platform and other associated The Source Services.
“Provider” means such individual, artist, record label or rights owner who provides audio or audio-visual recordings to Company for delivery via The Source and for whose content Company is wholly responsible in accordance with the terms set out in The Source White Label Agreement.
3. Use of the Services
- You must be at least 18 years of age to use the Services.
- You agree to use the Services only for lawful purposes.
- When creating your The Source account you must provide accurate and complete information, and real, legal names of individuals and entities.
- You hereby agree not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Services or features that (i) prevent or restrict use or copying of Content or (ii) enforce limitations on use of the Services or the content accessible via the Services.
- The Source is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which The Source provides may change from time to time without prior notice to you.
- The Source may use third party content identification software to generate fingerprints of your or your Provider content. Content fingerprints and related metadata may be transferred to, and stored by, third party content identification reference databases. Sound recordings and videos shall not be transferred to, or stored by, third party content identification services without your further authorisation. All uses of Content referred to in this paragraph shall be solely for the purposes of providing content identification services.
- You agree that The Source may provide you and Company with notices, including notices regarding changes to the Terms, by e-mail, regular mail, postings within the Services, or publication in the Knowledge Base.
- You acknowledge that, in accordance with applicable local and international laws, certain e-mail communications may be subject to unsubscribe or preference-management options. Where you or Company elects to unsubscribe from or restrict receipt of The Source’s e-mail communications, you accept and agree that you may not receive certain notices, updates, or legally relevant communications.
- You and Company remain solely responsible for ensuring that you and Company receive, access, review, and understand all correspondence, notices, and information made available by The Source through any permitted communication channel. Where you or Company do not understand the legal or commercial implications of any such correspondence, you or Company shall obtain independent professional advice, including legal advice, at your or Company’s own cost.
4. White Label Platform (WLP) Access Rights and User Accounts
- You may be required to create or use an account to access certain features of the Services.
- The Source will provide personal login credentials for a number of authorised Company Users for both the CE and the WLP.
- Each Company User who uses the Service shall have a separate login for their own individual use (“Login”). Each Company User must keep their Login password secure and confidential.
- Company Users are able to create Provider accounts on the WLP and assign users for these Provider accounts with specific access tiers.
- In order to use any part of the Service, it is necessary for Company Users to create a Provider account on behalf of the entity which is the owner or licensee of the copyright in the Content.
- Company Users and their Providers are responsible for maintaining the confidentiality of their account(s) and password(s) and they must take appropriate measures to safeguard these credentials, not permit sharing, and report any credential compromise or abuse to The Source promptly.
- Company shall notify The Source immediately of any breach of security or unauthorised use of The Source Company User account that Company becomes aware of.
- Providers will not have access to the CE/CP but only to the WLP account assigned to the Provider by the Licensee.
- The Source may disable Provider accounts that show an abnormal or suspicious usage pattern, and The Source may recover its reasonable clean-up costs in the event of abuse.
5. Company Service and Support
- Company Support is available via The Source ticketing system by e-mailing support@the-source.eu or any other e-mail address as agreed by Company and The Source.
- Response time for urgent issues is 1 business day and for non-urgent issues up to 3 business days, during normal business hours in The Netherlands.
- In general, use of The Source Services is considered to be non-time-critical.
- No Support is provided by The Source to Providers unless separately agreed by Company and The Source.
- The Source provides technical and operational support strictly in relation to the functionality and availability of the Services as expressly set out in The Source White Label Agreement.
- Company and The Source expressly acknowledge and agree that Company is assumed to possess sufficient technical, commercial, and legal knowledge and experience to operate a WLP and to conduct business in the music industry, including but not limited to music and neighbouring rights, metadata standards, digital distribution workflows, artist and label profile management, and online marketing and promotional practices. Accordingly, The Source does not provide advisory, educational, or consultancy services in respect of such matters, and shall have no responsibility for Company’s commercial decisions, compliance strategy, or operational execution beyond the Services expressly described in this Agreement.
- Any assistance requested by Company beyond standard technical and operational support, where agreed by The Source, shall constitute an Additional Service and may be subject to Additional Fees in accordance with Schedule 2 of The Source White Label Agreement or as otherwise agreed in writing.
6. Data Ownership and Security
- Company retains all ownership and rights to the data entered into The Source Services.
- Company grants to The Source all technical rights required to deliver Content to contracted partners, including transformation.
- The Source permanently stores all Company’s data supplied to The Source on its secure internal systems located in The Netherlands and access to this data is limited to authorised staff and contracted partners who will also access and retain Company’s data.
- The Source system is not a primary storage platform for Company data and Company should retain a copy of all data and information as The Source is not responsible for back-ups.
- The Source operates a single platform which is shared by multiple Providers, clients and companies. Although data separation and branding are provided per-client, common platform aspects (such as IP addresses, SSL certificates, etc.) are determined and managed by The Source.
- Companies and Providers are required to follow certain technical guidelines, which may be updated from time to time in order to maintain uninterrupted access to the platform.
- Upon termination of service, The Source will remove all Company data from its platform. Notwithstanding the foregoing, The Source may retain such Company data to the extent reasonably required for the purposes of ongoing or outstanding royalty accounting, reporting, payment reconciliation, or compliance with applicable legal, regulatory, or contractual obligations. Where Company data is required to remain available beyond such purposes, including but not limited to external or third-party auditing, inspection, or verification requirements, Company and The Source shall enter into a separate written agreement governing the scope, duration, access rights, and any applicable fees for such continued data availability.
7. Intellectual Property
- All content on the Services is the property of The Source B.V. and is protected by intellectual property laws.
8. Privacy Policy
9. Limitation of Liability
- The Source is not liable for any direct, indirect, incidental, special, or consequential damages arising out of or in any way connected with the use of the Services.
- The Source has no liability for data loss.
- In the event of delays to data processing for Company due to technical issues The Source will endeavour to resolve these issues in a timely manner.
10. Disputed Content Claims
- In the event that The Source receives a Content Infringement Claim or a Disputed Content Claim (aka Content ID Claim) from a Digital Service Provider or other source in relation to content delivered to The Source by Company or Providers, The Source shall proceed by the terms set out in our Disputed Content Claim procedure in The Source Knowledge Base (https://support.the-source.eu/kb/a175/disputed-content-claims.aspx).
- Google/YouTube, Meta/Facebook, TikTok and other similar services operating with a unique identifier (aka “Content ID” or “CID”) system require Providers to have 100% exclusive rights to the Content that they deliver to these services. All content delivered to these services must comply with the CID policies as stated in The Source Content Policy (https://support.the-source.eu/kb/a184/the-source-content-policy.aspx).
- In the event that The Source receives a Content Infringement Claim or a Disputed Content Claim (aka Content ID Claim) from a Digital Service Provider or other source in relation to content delivered to The Source by Company or Providers The Source may, at its discretion, invoice Company as per Schedule 2 of the White Label Agreement.
11 Content Integrity, Quality Control & Third-Party Analysis Costs
- In the event that Company agrees for The Source to deliver Company’s and Provider’s content to Digital Service Providers (“DSP”s) via The Source’s Digital Distribution Agreement, all Content delivered under The Source’s Digital Distribution Agreement shall be subject to mandatory Quality Control (“QC”) and Content Integrity checks performed by The Source without exemption and strictly in accordance with The Source Content Policy (https://support.the-source.eu/kb/a184/the-source-content-policy.aspx). Company acknowledges that mandatory QC under The Source’s Digital Distribution Agreement is a fundamental requirement for access to and use of The Source’s DSP agreements and delivery infrastructure.
- For Content delivered solely via Company’s direct deals with DSPs, QC and Content Integrity checks by The Source shall be optional, unless required by law, DSP rules, or expressly requested by Company.
- Any QC services provided by The Source for Company’s direct deals with DSPs at Company’s request shall constitute Additional Services and may be subject to Additional Fees.
- Third-Party Analysis Costs incurred in connection with newly delivered Content shall be reimbursed by Company.
- Such costs shall be invoiced monthly in arrears and paid in accordance with the White Label Agreement.
- Nothing in these Terms & Conditions relieves Company of responsibility for Content compliance or transfers liability to The Source.
12. Artificial Intelligence (“AI”) Generated Content
- In the event that Company agrees for The Source to deliver Company’s and Provider’s content to Digital Service Providers (“DSP”s) via The Source’s Digital Distribution Agreement, all Content and recordings delivered under such Digital Distribution Agreement created wholly or primarily by unlicensed generative AI model(s) may be considered as unacceptable Content for delivery by The Source to the DSPs. For Company content delivered via The Source’s Digital Distribution Agreement The Source operates a background algorithm in the Release Builder which analyses Company Content and if a high likelihood and high percentage of unlicensed generative AI content is found, Company release may be blocked in accordance with The Source Content Policy (https://support.the-source.eu/kb/a184/the-source-content-policy.aspx).
13. Unlawful Practices
- Certain practices are considered unlawful by the DSPs and The Source. Should Company’s or Company’s Providers content require it, on occasion The Source will request supporting documentation for specific rights on content supplied by Company or Provider. See here for a list of unlawful practices which may be updated from time to time: https://support.the-source.eu/kb/a176/unlawful-practices.aspx
- Entering incorrect information into the Release Builder is considered a breach of contract.
14. Termination
- The Source reserves the right to terminate or suspend Company or Company User account and access to the Services is at its sole discretion.
15. Governing Law
- These terms and conditions are governed by and construed in accordance with the laws of The Netherlands.
16. Changes to Terms and Conditions
- The Source reserves the right to make changes to these Terms and Conditions from time to time. The modified version of the Terms and Conditions (the “Modified Terms”) will be made available within the Services and published on The Source Knowledge Base (https://support.the-source.eu/kb/a185/terms-and-conditions-for-white-label-services.aspx) which shall reflect the up-to-date and active terms applicable at any given time. The Source shall provide not less than thirty (30) days’ notice of changes to these Terms. Company’s continued use of the Services after the date the Modified Terms come into effect will constitute Company’s acceptance of the Modified Terms.
17. Contact Information