The parties
These Terms of Service ("Terms") constitute a legally binding agreement between WKS Digital Media LLC, a company incorporated in the United Arab Emirates, license number 1259575, with its registered office at Office 632, Hamad Abdulaziz Al Jumaiah Building, Bur Dubai, Dubai, United Arab Emirates ("WKS", "Company", "we", "us", or "our"), and any artist, label, company, distributor, rights holder, representative, or user who creates an account, uploads content, selects a plan, or uses the WKS platform ("User", "Artist", "Label", "you", or "your").
By creating an account, uploading any Content, selecting a subscription plan, using the platform, or ticking the acceptance checkbox, you confirm that you have read, understood, and agreed to these Terms.
Definitions
For the purposes of these Terms:
| Term | Meaning |
|---|---|
| Account | The user account created on the WKS platform. |
| Content | Any sound recording, musical work, audiovisual work, music video, artwork, cover image, lyrics, metadata, ISRC, UPC, artist name, label name, logo, image, biography, credits, contributor information, or any related material submitted to WKS. |
| Platforms | All current and future digital service providers, streaming platforms, download stores, social media platforms, video platforms, telecom services, content identification systems, licensing platforms, and any other distribution, monetization, or exploitation channels. |
| Services | Digital music distribution, delivery, encoding, metadata processing, royalty collection, reporting, content protection, takedown processing, rights management, catalog administration, YouTube Content ID or similar services, and any related service offered by WKS. |
| Subscription Fees | The platform subscription fees, plan fees, service fees, administrative fees, renewal fees, add-on fees, or any other fees displayed inside or outside the WKS platform. |
| Net Royalties | The royalties and revenues actually received by WKS from Platforms in relation to the Content, after any deductions, adjustments, taxes, refunds, chargebacks, penalties, bank fees, payment processing fees, platform fees, fraud deductions, or third-party deductions. |
Acceptance of terms
By creating an Account, uploading Content, selecting any plan, or using the Services, you agree that these Terms form a binding electronic agreement between you and WKS.
You agree that ticking the acceptance checkbox has the same legal effect as signing a written agreement.
If you are acting on behalf of an Artist, Label, company, distributor, or rights holder, you confirm that you have full legal authority to accept these Terms on their behalf.
Commencement date
This Agreement begins on the date you create your Account on the WKS platform.
The Account registration date shall be considered the official commencement date of the contractual relationship between you and WKS.
The Agreement becomes binding whether or not you upload Content immediately after registration.
Term and automatic renewal
The initial term of this Agreement shall be one (1) year starting from the Account registration date.
This Agreement shall automatically renew for successive one-year periods unless you submit a written non-renewal request to WKS before the end of the current term and WKS approves the request.
Until WKS confirms the non-renewal approval in writing or through the platform, the Agreement shall remain active and binding.
WKS may refuse, delay, or condition approval of non-renewal if there are unpaid fees, active claims, unresolved disputes, active releases, pending royalties, platform penalties, fraud investigations, third-party claims, or any other legal, financial, operational, or compliance issue.
Exclusive worldwide distribution rights
You grant WKS the exclusive worldwide right to distribute, encode, publish, deliver, administer, monetize, protect, license, sublicense, manage, collect revenues from, and otherwise exploit the submitted Content through all current and future Platforms.
During the term of this Agreement, you shall not distribute, upload, license, deliver, monetize, assign, transfer, or authorize any third party to distribute or exploit the same Content without WKS's prior written approval.
This exclusivity applies worldwide and covers all Content submitted to WKS during the term of this Agreement.
You acknowledge that any unauthorized distribution through another distributor, aggregator, label, platform, or service provider may constitute a material breach of these Terms.
Payment of royalties
Royalties shall only become payable after WKS receives the corresponding revenue and reports from the relevant Platforms.
WKS is not responsible for any delay in receiving royalties, statements, adjustments, or reports from Platforms, payment providers, telecom partners, or third-party service providers.
A minimum payout threshold may apply. If your payable balance is below the applicable threshold, WKS may carry the balance forward to the next payment cycle.
WKS may withhold payment until you provide accurate payment details, tax information, identity documents, invoices, rights documents, or compliance documents requested by WKS.
Right of set-off and deduction
WKS may deduct, set off, or recover from your royalties any amount owed by you to WKS, including unpaid Subscription Fees, penalties, refunds, chargebacks, fraud deductions, claims, legal costs, operational costs, platform penalties, or any other amounts due under these Terms.
This right applies before and after termination of the Agreement.
Payment hold and reserve
WKS may place a hold, reserve, or temporary freeze on royalties if there is:
- A copyright claim
- Ownership dispute
- Artificial streaming suspicion
- Fraud investigation
- Platform penalty
- Metadata conflict
- Unpaid fees
- Chargeback
- Takedown request
- Legal notice
- Suspected breach of these Terms
- Suspected breach of platform policies
WKS may continue holding the relevant royalties until the matter is resolved to its reasonable satisfaction.
User warranties
You represent and warrant that:
- You own or control all rights required to submit, distribute, monetize, and license the Content.
- The Content does not infringe any copyright, trademark, neighboring right, moral right, privacy right, publicity right, contractual right, or any other third-party right.
- You have obtained all required licenses, permissions, approvals, clearances, and written consents from all contributors.
- All metadata, credits, ISRCs, UPCs, artwork, lyrics, artist names, ownership details, payment details, and release information are accurate.
- There are no legal disputes, restrictions, assignments, liens, exclusive agreements, publishing restrictions, label restrictions, or third-party claims that prevent WKS from distributing or monetizing the Content.
- You will not submit stolen, infringing, illegal, misleading, fraudulent, AI-generated-infringing, sample-uncleared, or platform-policy-violating Content.
- You are solely responsible for all contributors, collaborators, featured artists, producers, composers, lyricists, publishers, labels, managers, and rights owners connected to the Content.
Rights documentation
WKS may request proof of ownership or authorization at any time.
This may include split sheets, producer agreements, artist agreements, label agreements, publisher approvals, sample licenses, artwork licenses, ID documents, company documents, copyright certificates, contributor waivers, or any other document WKS considers necessary.
If you fail to provide acceptable documents, WKS may reject, suspend, remove, withhold royalties, or terminate the relevant Content or Account.
Content review, rejection, and removal
WKS has the right to review, approve, reject, delay, suspend, remove, block, or request changes to any Content at its sole discretion.
WKS may reject or remove Content if it believes the Content violates these Terms, Platform rules, copyright rules, quality standards, metadata standards, applicable law, or third-party rights.
WKS does not guarantee that any Platform will accept, publish, monetize, promote, playlist, index, or keep the Content available.
Platform policies
You agree to comply with all rules, policies, standards, and guidelines of the Platforms.
Platform policies may change from time to time, and you agree that such changes may affect delivery, monetization, reporting, royalties, takedowns, availability, and eligibility.
If any Platform imposes a penalty, deduction, takedown, block, claim, warning, account restriction, or royalty adjustment because of your Content or conduct, you shall be fully responsible for the consequences.
Artificial streaming and fraud
You must not engage in, encourage, purchase, arrange, or benefit from artificial streaming, bot activity, fake engagement, stream manipulation, playlist fraud, click farms, incentivized plays, repeated automated plays, misleading promotion, or any other fraudulent activity.
If WKS suspects artificial streaming or fraud, WKS may:
- Suspend your Account
- Freeze royalties
- Remove Content
- Report the activity to Platforms
- Deduct penalties
- Terminate the Agreement
- Permanently block you from using the Services
- Recover damages, fees, penalties, and legal costs
WKS's determination may be based on Platform reports, internal data, third-party monitoring tools, abnormal activity patterns, complaints, or any other reasonable indicator.
Prohibited content and conduct
You must not use the Services to submit or distribute Content that:
- Infringes third-party rights
- Contains unauthorized samples
- Contains unauthorized remixes
- Contains misleading artist names
- Impersonates another artist or label
- Uses unauthorized artwork
- Contains hate speech or illegal material
- Violates Platform policies
- Violates applicable law
- Is intended to manipulate charts, royalties, streams, or platform algorithms
You must not misuse the platform, attempt unauthorized access, bypass payment obligations, scrape data, reverse engineer systems, or interfere with WKS operations.
Takedowns and content removal
You authorize WKS to submit takedown requests, corrections, ownership updates, claim releases, metadata updates, and rights management actions when necessary.
If you request takedown, WKS may process the request subject to:
- Active term restrictions
- Exclusivity obligations
- Unpaid Subscription Fees
- Unresolved claims
- Platform timelines
- Fraud reviews
- Pending royalty adjustments
- Migration or takedown fees
You acknowledge that WKS does not control the exact timing of removals by Platforms.
Termination by WKS
WKS may suspend, cancel, terminate, refuse, or refuse to renew any Account, plan, release, Content, catalog, or Agreement at any time, without being required to provide reasons.
WKS may take such action for legal, commercial, operational, compliance, copyright, fraud-prevention, reputational, platform-policy, or risk-management reasons.
Termination by WKS shall not affect WKS's right to collect, receive, deduct, process, report, or settle any revenue, fee, penalty, claim, cost, or amount related to the period before termination or takedown.
Termination or non-renewal by user
You may request non-renewal or termination by submitting a written request through the platform or by email.
Such request shall not become effective unless approved by WKS.
WKS may reject, delay, or condition termination or non-renewal if there are active releases, unpaid fees, unresolved claims, fraud investigations, Platform disputes, pending reports, or any other outstanding obligations.
Effect of termination
After termination, expiry, or approved non-renewal, WKS may begin the takedown process for the relevant Content.
You acknowledge that takedowns may take time and may depend on Platform procedures.
Any revenue generated before the effective takedown date shall remain subject to these Terms.
Sections relating to royalties, fees, deductions, indemnity, confidentiality, limitation of liability, disputes, payment holds, fraud, ownership warranties, and governing law shall survive termination.
Ownership of content
You retain ownership of your Content, subject to the exclusive rights granted to WKS under these Terms.
WKS does not claim ownership of your master recordings or musical works unless separately agreed in writing.
However, you grant WKS all rights necessary to distribute, monetize, administer, protect, and manage the Content according to these Terms.
WKS intellectual property
WKS owns all rights in its platform, software, dashboard, technology, designs, trademarks, business methods, workflows, APIs, databases, documents, pricing models, reports, analytics, and operational systems.
You may not copy, resell, sublicense, reverse engineer, reproduce, modify, or misuse any WKS intellectual property without prior written approval.
Use of name, image, and materials
You grant WKS the right to use your artist name, label name, company name, logo, artwork, images, biography, track titles, release titles, and related materials for the purpose of providing, promoting, protecting, and administering the Services.
This includes use in Platform deliveries, marketing materials, dashboards, DSP communications, takedown notices, rights claims, and catalog administration.
Taxes and compliance
You are solely responsible for all taxes, declarations, filings, deductions, invoices, and regulatory obligations related to your income.
WKS may deduct or withhold taxes, fees, or amounts required by law, payment processors, banks, Platforms, or government authorities.
WKS may request tax forms, company documents, identity documents, or compliance information before processing payments.
Sanctions and restricted territories
You confirm that you are not subject to sanctions, trade restrictions, or legal prohibitions that prevent WKS from providing the Services.
WKS may suspend or terminate your Account if providing Services to you may expose WKS to legal, regulatory, banking, payment, or Platform risk.
White-label, label, and distributor accounts
If you use WKS as a label, white-label platform, or distributor account, you are fully responsible for your own artists, labels, sub-users, clients, contracts, support, payments, tax obligations, ownership verification, and compliance.
You must ensure that all Content submitted by your clients or sub-users complies with these Terms.
WKS may hold you fully liable for all claims, disputes, penalties, fraud, copyright violations, payment issues, and Platform actions caused by your clients or sub-users.
Indemnity
You agree to indemnify, defend, and hold harmless WKS, its owners, directors, officers, employees, contractors, partners, affiliates, distributors, and Platform partners from any claim, loss, liability, damage, penalty, cost, legal fee, settlement, or expense arising from:
- Your Content
- Your breach of these Terms
- Infringement of third-party rights
- Incorrect metadata or ownership information
- Unauthorized samples or artwork
- Disputes with contributors or collaborators
- Artificial streaming or fraud
- Unpaid fees
- Tax issues
- Platform penalties
- Claims by artists, labels, producers, composers, publishers, managers, distributors, or any third party
Limitation of liability
To the maximum extent permitted by law, WKS shall not be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages.
WKS shall not be liable for:
- Platform rejection
- Playlist rejection
- Editorial decisions
- Takedown delays
- Metadata errors submitted by you
- Payment delays by Platforms
- Bank delays
- Tax deductions
- Copyright claims
- Artificial streaming penalties
- Third-party system failures
- Loss of revenue
- Loss of audience
- Loss of opportunity
- Account restrictions imposed by Platforms
The Services are provided on an "as available" basis. WKS does not guarantee specific revenue, streams, playlisting, exposure, audience growth, platform approval, or commercial success.
Confidentiality
Both parties agree to keep confidential all non-public business, financial, technical, operational, pricing, reporting, contractual, platform, and account information.
Confidential information may only be used for performing these Terms and may not be disclosed to third parties without written approval, except where required by law, court order, Platform request, auditor, payment provider, or professional adviser.
This confidentiality obligation shall continue for five (5) years after termination.
Non-solicitation
During the term of this Agreement and for two (2) years after termination, you shall not directly or indirectly solicit, induce, approach, or attempt to divert WKS employees, contractors, clients, artists, labels, distributors, Platform partners, or business partners away from WKS.
Any breach of this clause may result in legal action, damages, suspension, or termination.
No circumvention
You agree not to bypass, avoid, circumvent, or attempt to avoid WKS's role, rights, fees, subscription model, Platform relationships, or commercial arrangements.
You shall not contact Platforms, partners, or service providers in a way that interferes with WKS's administration, distribution, royalty collection, rights management, or exclusive rights over the Content.
Force majeure
WKS shall not be responsible for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government action, internet outages, Platform outages, payment system failures, cyberattacks, epidemics, telecom failures, banking restrictions, or any similar event.
WKS may suspend, delay, or modify the Services until performance becomes reasonably possible.
Changes to the services and terms
WKS may update, modify, suspend, remove, or discontinue any part of the Services, plans, pricing, features, Platform availability, or these Terms at any time.
If changes are material, WKS may notify you through the platform, dashboard, email, or website.
Your continued use of the Services after changes become effective means you accept the updated Terms.
Notices
WKS may send notices through the platform dashboard, email, account notifications, or any contact information provided by you.
You are responsible for keeping your contact information updated.
Any notice sent to your registered email address or account shall be considered received.
Electronic records
You agree that WKS may store electronic records of your account registration, checkbox acceptance, IP address, login activity, submitted Content, plan selection, payment activity, and communications.
Such records may be used as evidence of your acceptance, activity, instructions, and obligations.
Entire agreement
These Terms, together with any selected plan, invoice, dashboard confirmation, pricing page, written offer, or signed agreement, form the entire agreement between you and WKS regarding the Services.
If there is a conflict between these Terms and a separately signed written agreement, the signed written agreement shall prevail only for the specific Content or service covered by that signed agreement.
Severability
If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable.
The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intention.
Governing law and jurisdiction
These Terms shall be governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates.
The competent courts of Dubai, United Arab Emirates shall have jurisdiction over any dispute arising from or related to these Terms, unless WKS chooses to pursue urgent, protective, or enforcement action in another competent jurisdiction.
Final acceptance
By ticking the acceptance checkbox, creating an Account, selecting a plan, uploading Content, or using the WKS platform, you confirm that:
- You have read, understood, and accepted these Terms.
- Your Agreement starts from the Account registration date.
- The Agreement has an initial term of one (1) year and renews automatically for additional one-year periods.
- WKS has exclusive worldwide distribution rights over the submitted Content.
- The Artist or Label receives 100% of Net Royalties, subject to Subscription Fees, displayed fees, deductions, adjustments, and applicable charges.
- WKS may suspend, cancel, terminate, refuse, or refuse to renew any Account, release, Content, plan, or Agreement at its sole discretion.
- You own or control all rights required to distribute and monetize the Content.
- You accept full responsibility for all Content, rights, metadata, contributors, claims, and payments related to your Account.