Eddy App

General Terms and Conditions of EDDY

1. General Principles

1.1. The present General Terms & Conditions (GT&C) establish the conditions for the delivery of artistic royalties administration services of Rights’Up SA (active under the trade name “Rights’Up”, having its registered office in Rue Charles Catala 78, 1460 Ittre, registration number 0508.522.795, hereinafter “Rights’Up”) accessible through the web-based platform available at the site eddy.app (hereinafter “EDDY”),

1.2. The contract between you and Rights’Up is entered into by signing a specific agreement or by registering at EDDY by completing the Order Form and accepting the present GT&C (hereinafter the “Contract”).

1.3. When entering into the Contract you sign up for a specific EDDY subscription that is linked to a dedicated account.

1.4. These GT&C shall be applicable to any contractual relation between you and Rights’Up ( you and Rights’Up are jointly referred to hereby as “Parties”).

1.5. The users entering into the Contract on behalf of a company or another (legal) entity shall warrant to have the authority to bind such entity and its representatives to the Contract.

1.6. The fact that Rights’Up does not invoke, at any time, or use certain provisions in the present GT&C, should not be construed as waiver of rights of these provisions for the future.

1.7. Rights’Up reserves the sole right at any time to modify the GT&C without notice. In case Rights’Up makes substantial modifications to the GT&C (including the Privacy Policy), Rights’Up shall communicate to you a clear, visible and appropriate notice in that regard (i.e. a visible notice on the platform of EDDY or by electronic message), at least 3 months before the entry into force of the concerned modifications. By continuing to use or access EDDY after Rights’Up posted any such modification, you agree to be legally bound by the revised GT&C. Please read attentively any notice of that kind. If you do not wish to continue the use of EDDY due to a new version of the GT&C, you are allowed to cancel your subscription to EDDY by contacting us with the contact form available on EDDY.

2. Use of EDDY – License and scope

2.1. Rights’Up only grants you, against payment of a monthly or annual subscription fee, a personal, non-transferable and non-exclusive right to access and use the EDDY platform and software. Except for the foregoing, no right, title or interest shall be transferred to you.

2.2. Rights’Up shall perform the Contract in accordance with its knowledge and abilities. You are aware that certain features of EDDY are in a Beta version and so accept a certain tolerance vis-à-vis the functioning/running of those features and that, in the future, improvements and adjustments to EDDY can be made by Rights’Up. Rights’Up shall try to mention which features are in Beta version.

2.3. You shall use EDDY with due and reasonable care, in accordance with these GT&Cs and any other instruction that may relate to EDDY and/or are made available thereon.

2.4. This license does not include (without limitation) the right, either directly or indirectly, personally or through an intermediary or any other third party:

  • to use EDDY for purposes other than those described in these GT&Cs or that could cause damage to Rights’Up;
  • to resell, commercialise or otherwise make EDDY or the content on EDDY available to third parties, even if this is done free of charge;
  • to create derivative works of EDDY or to modify, decompile, disassemble or reverse engineer EDDY or its source code, in whole or in part, unless such restrictions are prohibited by applicable law for purposes of interoperability, in which case you agree to contact us first and allow us to make such modifications for interoperability;
  • to merge EDDY with or incorporate it in other software or write, develop or have developed other software based on EDDY;
  • to (sub)license, assign or otherwise transfer your rights or obligations under these GT&Cs, in whole or in part, without the prior written consent of Rights’Up. You shall also not share your login or password with third parties or otherwise enable third parties to use EDDY, or provide them copies thereof, without express prior written approval of Rights’Up.

2.5. Your right of use does not include access to the source code. It shall not be transferred or made available to you under any circumstances.

2.6. Onboarding, data migration and related professional services ordered through a Purchase Order are additionally governed by the Onboarding & Services Terms, provided with the Purchase Order.

3. Intellectual Property

3.1. Right’s Up is and shall remain the owner of all rights, title and interest in and to EDDY, EDDY and its content, including any intellectual property and related rights (including but not limited to copyright, sui generis database rights, know-how, trademarks, and trade names) related thereto.

3.2. It is forbidden to reproduce, communicate to the7 public, make available, or in any way whatsoever to use any of Rights’Up signs, trade names, works, performances, or any other object of intellectual property or other proprietary right of Rights’Up without a prior and express written permission of Rights’Up. Rights’Up reserves the right to oppose to such unauthorised use and, if applicable, to claim damages. The same applies to any use that is or could be conflicting with the image of Rights’Up, with any rights they would have granted or would be awarded to them, or for any use that may be classified as unfair competition.

3.3. The user shall remain the owner of all rights, title and interest in and to any and all data it generates by means of its use of EDDY. The foregoing is without prejudice to the right of Rights’Up to use, free of charge, any data collected through or by use of EDDY for its own purposes (such as improving the functioning and user-friendliness of EDDY).

4. Prices and Invoicing

4.1. Rights’Up prices are invoiced according to the chosen formula. Except if you chose for an annual pre-paid subscription, invoices are issued monthly for each full month of subscription and are payable via credit card or direct debit every month. If the invoices are not paid via a direct debit process, invoices shall be paid within 15 (fifteen) calendar days as from the date of issue of the invoice, to the bank account as indicated in the corresponding invoice. Payments are in euro (EUR), unless expressly stated otherwise on the invoice.

4.2. Price revisions can be applicable. Any price changes or changes to the subscription plans or prices will apply to you no earlier than 30 days following notice to you. If you have an annual pre-paid subscription, price changes shall only apply after the current annual period.

4.3. In case of non-payment of an invoice on the due date the interest of 1% (one percent) per month on the outstanding amounts will be owed without any notification of payment default being required. Also, without prior notice of default, a flat-rate indemnity amounting to 10% of the outstanding invoice amount (with a minimum of 200 €), shall be payable automatically, without prejudice to the right of Rights’Up to get higher compensation subject to proof of higher damage actually suffered. The interest on the due amount will be calculated from the time that the client is in default until the moment of payment of the full amount due. Non-payment, even partial, renders invoices not yet due, payable without any formality or notification. Without prejudice to the preceding and without any prejudice to your payment obligation, each protest must be communicated within a period of 5 (five) calendar days as of the invoice date by a motivated registered letter. After this period, you shall be deemed to have definitively accepted the invoiced amount.

5. Liability and warranty

5.1. If Rights’Up should be liable, then this liability is limited to what is provided in the present article. Under no circumstances shall Rights’Up be liable for any loss or damage caused by your reliance on any information, statements or reports obtained at or via EDDY and/or resulting from the use of EDDY or connected services; this concerns any damage claims (be it direct or indirect damage). This limitation of liability includes, but is not limited to accidental transmissions of any electronic viruses; mechanical or electronic failures of equipment, telephone or communication lines; unauthorized access; theft; operator errors or other similar events. You hereby acknowledge(s) that Rights’Up can in no sense be held liable for the choice, use and/or the economic impact of EDDY as well as for its non-compliance with your objectives. The information, software and description of Rights’Up published on EDDY may contain inaccuracies or typographical errors. Rights’Up may improve or change the content on EDDY at any time, but is under no obligation to do so and any liability for such inaccuracies and errors is hereby explicitly excluded. Rights’Up will not be liable towards you for any damage claims, if it is not in a position to meet its contractual obligation pursuant to force majeure.

5.2. If Rights’Up should be liable for any damages, both contractual or in tort, then Rights’Up’s liability is limited to a maximum of the invoice value of the invoices issued to you during the last 6 (six) months. The liability of Rights’Up is in any case limited to the amount which is paid out under its insurance policy. In no event shall Rights’Up be liable for indirect damages, including consequential damage, loss of profit, lost savings and damage due to business stagnation.

5.3. You acknowledge that some features of EDDY are in a Beta version and that those features corresponds to what you can reasonably expect for that kind of version. Rights’Up is still improving EDDY and its features.

5.4. Rights’Up employs the latest available technology in order to ensure the correctness and accuracy of the information derived from the use of EDDY. However, responsibility for the (control of) correctness, accuracy and completeness of any data obtained by the use of EDDY incontestably rests with you. EDDY is not an accounting software and no warranties express or implied are provided for its fitness, merchantability or reliability for the specific purposes such as tax compliance, financial management or other. You should rely on the professional products and appropriate advice in order to ensure correct fulfillment of such purposes.

5.5. Rights’Up is bound by “standard duty of care” in maintaining the availability of EDDY. In the event of a disruption of EDDY (for example, when – for whatever reason – no link can be established to eddy.app), Rights’Up will use all reasonable efforts to remedy such disruption, insofar as Rights’Up is responsible for it pursuant to the above mentioned standard duty of care. As indication and excepted for the features in Beta version, Rights’Up shall make its reasonable best efforts to assure that its servers uptime will be 89,9% which designs to assure that the Eddy Services will be reachable from the global internet 89,9% of the time. However, many possible situations may cause our servers, from time to time, not to be reachable and therefore are not in the scope of the abovementioned percentage and such situations may include: hardware and software maintenance downtime, situations which are beyond Rights’Up’s control (such as external attack of Rights’Up’s servers) etc.

5.6. You indemnify Rights’Up for any claims by third parties for damage in connection with the performance of the Contract. In case of a claim, both judicial and extra-judicial, for that reason against Rights’Up by any third party, you shall immediately assist Rights’Up to do everything that can be reasonably expected in that case. If you are in default in taking appropriate measures, then Rights’Up is, without any further notice, entitled to do so. All costs and damages on the part of Rights’Up and third parties, thereby arisen, are integrally at your expense and risk.

5.7. The provisions in this article as well as all other limitations and exclusions of liability also apply in favour of the directors, employees or other agents of Rights’Up and in respect of all legal entities that Rights’Up engages in the execution of the Contract and in respect of the legal entities of the group of which Rights’Up is part.

5.8. You warrant that you have all rights and authorisations necessary to provide and upload your data, including any third-party data and any personal data it contains, and you agree to indemnify and hold Rights’Up harmless against any and all claims and damages arising from a breach of this warranty.

6. Duration and Termination

6.1. All subscriptions for EDDY are entered into for indefinite duration and come into effect as from the date of your registration.

6.2. Contracts that are paid monthly can be terminated upon 1 (one) month prior notice.

6.3. Contracts that have an annual pre-paid subscription can be terminated upon prior notice given at least 1 (one) month before the end of the pre-paid period. By doing so, you expressly renounce from any repayment of amounts pre-paid in advance.

6.4. Rights’Up is entitled to suspend the fulfilment of its obligations under the Contract or to terminate the Contract with immediate effect and without any obligation on its side to payment of any damages or compensation:

  • if you fail to comply with your obligations under the Contract (for example in case of non-payment of two subsequent invoices) or to comply with the obligations in the GT&C in a timely or satisfactory manner;
  • if, after the conclusion of the Contract, Rights’Up has reasonable grounds to fear that you will not fulfil your obligations under these GT&Cs;

6.5. If Rights’Up suspends or terminates the Contract on the basis of this provision, it is not liable for any damages and/or costs arising from the suspension or termination.

7. Miscellaneous

7.1. Changes and additions of the GT&C shall only be valid if agreed in writing between the Parties. The Contract (GT&C included) represents the complete agreement between the Parties and replaces all prior oral and/or written agreements. Your general terms & conditions or other conflicting provisions drafted by you are expressly excluded.

7.2. In case any clause or provision of the Contract (GT&C included) is declared void or unenforceable, this will not affect the validity and enforceability of the other clauses or provisions of the Contract (GT&C included). Parties will then agree upon new stipulations replacing the null and void, which adhere as much as possible the purpose and intent of the original provision.

7.3. Rights’Up reserves the right to partially or fully suspend or cancel the Contract in case of force majeure. Examples of force majeure are, although this list is not exhaustive and next to all cases of force majeure as recognised by law and Belgian jurisprudence: measures taken by civil or military authorities, fires, floods, epidemics, quarantine restrictions, embargoes, wars, riots, strikes, delays in transportation, computer theft, damage to computers or hard drives as a result of known or unknown viruses, defects or similar electronic problems or other conditions that make it impossible for Rights’Up, due to causes beyond its reasonable control to deploy the necessary manpower, or to obtain means of production from the usual suppliers. Either Party is entitled to terminate the Contract if the force majeure persists for more than 90 days. The Parties acknowledge that a payment obligation cannot be suspended for reasons of force majeure.

7.4. Rights’up reserves the right to transfer or assign its obligations and rights under its Contracts to companies within the Rights’Up group.

7.5. The Contract (GT&C included) is subject to Belgian law.

7.6. Disputes arising from the content or execution of the Contract (GT&C included) or other contractual agreements between the Parties shall be, in the absence of amicable settlement, settled by the competent courts in Brussels (Belgium).

7.7. When Rights’Up acts as a data controller with respect to personal data of its users, it processes such data in accordance with its Privacy Policy, which is available on eddy.app under “Privacy Policy”.