Terms of Use

Last Revised: September 01, 2024

1. Introduction

1.1 Overview

Welcome to Lztn.to (the “Site”, “Platform”), a platform operated by Mesh Technologies Limited (”Company”). The Site is a content sharing and monetization platform that enables users, primarily music creators, to showcase their relevant content and sell digital media or physical merchandise. Our goal is to empower musical artists by providing them with a user-friendly platform to manage their content and sales while reaching a broader audience.

1.2 Acceptance of Terms

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use (”Terms”, “Agreement”). These Terms constitute a legal agreement between you and Company and govern your use of the services provided by Company. If you do not agree to these Terms, you may not use the Platform.

1.3 Changes to Terms

Company reserves the right to modify, update, or add to these Terms at any time. When changes are made, we will update the “Last Revised” date at the top of these Terms. Your continued use of Platform following any changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically to stay informed of any updates.

1.4 Definitions

For the purposes of these Terms of Use, the following definitions apply:

1.4.1. "Lztn.to"

"Lztn.to" (the ”Site”, “Platform”) refers to the website and related applications operated by Company, which provides musical artists with a platform to create mini-sites, upload and sell digital music, and offer physical merchandise.

1.4.2. "Artist"

An "Artist" is a user of the Platform who creates, uploads, and sells their own music (digital goods) and/or merchandise (physical goods) through the Platform. This term encompasses individual musicians, bands, and any other creators who utilize the Platform to distribute and monetize their content.

1.4.3. “Fan”

A “Fan” (”fan”, “customer”) is a visitor of Lztn.to who purchases digital or physical goods provided by Artists, or who views, browses, or consumes content created or shared by Artists on Lztn.to.

1.4.4. "Digital Goods"

"Digital Goods" refers to electronic content that can be downloaded or streamed, including but not limited to music tracks, albums, and audio files, that are made available for purchase by Artists on Lztn.to.

1.4.5. "Physical Goods"

"Physical Goods" refers to tangible merchandise, such as apparel, posters, and other physical items that Artists offer for sale through Lztn.to. These items are shipped to customers and are not digital or downloadable in nature.

1.4.6. "Free Plan"

The "Free Plan" is a tier of the Platform’s services available at no cost to the Artist. It provides access to basic features of the platform, allowing Artists to create and manage their mini-sites, upload digital music, and list physical merchandise with limited functionality compared to the Pro Plan.

1.4.7. "Pro Plan"

The "Pro Plan" is a subscription-based tier of the Platform’s services that provides enhanced features and functionalities compared to the Free Plan. The Pro Plan includes additional tools and options to better support Artists in managing their content and sales on the platform.

1.4.8. "Transaction"

A "Transaction" refers to any purchase made by a customer on Lztn.to, whether it involves digital goods, physical goods, or a combination of both. This term encompasses all sales activities processed through the Platform.

1.4.9. "Commission"

"Commission" refers to the 10% fee that Lztn.to charges on each Transaction occurring on the platform. This fee is calculated based on the total sale amount of digital and physical goods before payment handling fees are applied.

1.4.10. "Payment Handling Fees"

"Payment Handling Fees" refer to the separate charges applied for processing payments through Lztn.to. These fees are not included in Lztn.to’s commission and are charged by third-party payment processors.

1.4.11. "Content"

"Content" refers to any material, including but not limited to text, images, audio files, and video, that an Artist uploads or provides on Lztn.to. This includes digital music, descriptions of physical merchandise, and any other media associated with the Artist’s mini-site.

2. Artist Account

2.1 Eligibility

To create an account and become an Artist on the Platform, you must be at least 18 years old. If you’re creating an account on behalf of someone else, you must have their permission to do so. If you’re using the Platform on behalf of a business, entity or organization, band or other musical group, you confirm that you’re authorized by them to agree to these Terms on their behalf. By using the Platform, you represent and warrant that you meet these eligibility requirements and that all information you provide is accurate and complete.

2.2 Managing Your Plan

You can sign up to the Platform on a free or paid plan and cancel at any time. Your plan will start when you accept these Terms and continue until you cancel it. Payments for paid plans are non-refundable. If you cancel a paid plan it will continue until the end of your current billing cycle and automatically convert to a free plan thereafter. To cancel your paid plan, visit the Subscription page within the Artist Portal.

2.3 Account Deletion

If you would like to permanently delete your account, you can do so by PROCEDURE TBC. Deleting your account would automatically lead to a termination of your subscription. If you delete your account, you won’t be able to reactivate it or retrieve any of the content or info you have added to your profile.

2.4 Account Suspension and/or Removal

The Company may suspend or terminate your account if you repeatedly or egregiously violate our Terms. We take such actions to protect the integrity of the Platform and the safety of our users.

If your Content is removed or access to your account is suspended due to a violation of our policies, you may appeal the decision by contacting our support team. Provide a detailed explanation of why you believe the action was incorrect, and we will review your appeal and respond accordingly.

3. Artist Rules and Conduct

3.1 Your Content

Your “Content” refers to any and all material that you contribute to our Platform. You are responsible for your content and you warrant that:

  • The content you contribute is yours, or if you’re using third-party materials, that you have the necessary rights to share them on the Platform, and you allow us to use them as per these Terms.
  • Your content does not and will not infringe on anyone’s privacy, publicity, intellectual property, or any other rights.
  • Your content does not contain any illegal, defamatory, obscene, or offensive material.
  • Your content is accurate and honest; it should not be misleading, fraudulent, or unlawful in any way, and it shouldn’t harm the reputation of the Platform.
  • Your content is free from harmful elements like viruses or disruptive code that could damage the Platform or any other systems.

3.2 Prohibited Uses

The following content and/ or behaviours are prohibited on our Platform:

  • Users under 18 are prohibited from the use of our Platform.
  • Content that is in any way illegal, defamatory, obscene, misleading, fraudulent, or otherwise objectionable, or has any such purpose or effect.
  • Content or behaviour that in any way contributes to harmful conduct or activities, including harassment, threats, humiliation, intimidation, or fraud.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards.
  • Content that infringes on the intellectual property rights of others, including copyrighted material, trademarks, or patents.
  • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation
  • To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
  • In any way that involves child sexual exploitation or abuse, or is for the purpose of harming or attempting to harm minors in any way.
  • In any way that involves exploitation of people in a violent or sexual manner.
  • In any commercial activities without the Company’s prior written consent.

3.3 User Responsibilities

You are responsible for ensuring that your Content complies with these Terms and applicable laws and regulations. The Company is not obligated to review or moderate all Content, and the removal or disabling of access to Content does not imply endorsement or rejection of the Content by the Company.

The Company does not assume any responsibility or liability for Content provided by users. While we strive to ensure compliance with our policies, the Company is not responsible for the accuracy, legality, or appropriateness of Content uploaded by users.

3.4 Reporting Violations

If you encounter Content that you believe violates these Terms, you may report it to the Company through the designated reporting mechanisms on the Platform. The Company will review reported Content and take appropriate action based on our policies.

4. Fan Account

4.1 Eligibility

By accessing, previewing, or otherwise using the Platform in any manner, you represent and warrant that you have sufficient legal capacity to agree to these Terms, or, if you lack such capacity (for instance, if you are a minor), that you have obtained parental or guardian consent to do so. You represent and warrant that you have read, understand, and agree to abide by these Terms and any applicable Additional Terms, and that you have read, understand the data collection and use practices set forth in the Privacy Policy.

4.2 Account Deletion

If you would like to permanently delete your account, you can do so by PROCEDURE TBC.

If you delete your account, you won’t be able to reactivate, access, or retrieve any of your purchased content or information related to your purchases from the Site.

4.3 Account Suspension and/or Termination

The Company may suspend or terminate your account if you repeatedly or egregiously violate our Terms. We take such actions to protect the integrity of the Platform and the safety of our users.

If your access to your account is suspended due to a violation of our policies, you may appeal the decision by contacting our support team. Provide a detailed explanation of why you believe the action was incorrect, and we will review your appeal and respond accordingly.

5. Fan Rules and Conduct

5.1 Services and Content Usage Rules

Your use of the Platform and Content must follow the rules set forth in these Terms. Any other use of the Platform and Content is a material breach of these Terms.

  • You may use the Platform and Content only for personal, non-commercial purposes (unless otherwise specified or permitted by Company).
  • The Platform’s delivery of Content does not transfer any commercial or promotional use rights to you, and does not constitute a grant or waiver of any rights of the copyright owners.
  • You may not use any software, device, automated process, or any similar or equivalent manual process to scrape, copy, or perform measurement, analysis, or monitoring of, any portion of the Content or the Site.
  • It is your responsibility not to lose, destroy, or damage Content once downloaded.
  • You may not tamper with or circumvent any security technology included with the Platform or Content.
  • You can use Digital Rights Management (DRM)-free Content on a reasonable number of devices that you own or control.
  • Purchased Content will generally remain available for you to download, redownload, or otherwise access from the Platform. However, it is possible that Content may be removed from the Site and become unavailable for further download or access from the Platform due to the Content being removed from the Platform.

5.2 Reporting Violations

If you encounter Content or behaviours that you believe violate these Terms, you may report it to the Company through the designated reporting mechanisms on the Platform. The Company will review the report and take appropriate action based on our policies.

6. Content and Intellectual Property

6.1 Ownership

As an Artist, you retain full ownership of all content you upload to the Site, including but not limited to digital music, physical merchandise, images, text, and any other materials. You are solely responsible for ensuring that you have all necessary rights, licenses, and permissions related to your Content.

6.2 License Grant

By uploading Content to Lztn.to, you grant the Platform a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to:

  • Use, display, reproduce, distribute and promtoe your Content on the Platform.
  • Modify or adapt your Content for the purpose of formatting, improving, or optimizing its display on the Platform.
  • Use your Content in marketing, promotional, and advertising materials related to the Platform.

This license is granted solely for the purpose of operating and promoting the Lztn.to Site and does not affect your ownership rights.

6.3 DMCA Notice and Takedown

We respect the intellectual property rights of others and comply with the Digital Millennium Copyright Act (DMCA), the text of which may be found here: https://www.copyright.gov/legislation/dmca.pdf. If you believe that your copyrighted work has been infringed upon by Content on the Platform, please submit a DMCA takedown notice following the following instructions:

  1. The name, description, and other identifying information about the relevant copyrighted work, including URL or physical location if applicable.
  2. Identify the material that you claim is infringing and to which access is to be disabled, providing the URL by which the infringing material can be located.
  3. Provide your name, company (if applicable), address, phone number, email, title, and any relevant contact information.
  4. Include both of the following statements in the body of the Notice:
    • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorised by the copyright owner, its agent, or the law (e.g. as a fair use).”
    • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
  5. Provide your full legal name and your electronic signature

Deliver this notice, with all items completed, to: copyright@lztn.to with the subject: “DMCA Takedown Notice”.

6.4 Feedback

Any feedback or suggestions you provide regarding the Platform are entirely voluntary. By providing feedback, you grant the Company a perpetual, royalty-free, irrevocable, and worldwide license to use, modify, and incorporate such feedback into our services without any obligation or compensation to you.

6.5 Termination of License

The license granted to the Platform under section 6.2 will terminate upon the removal of your Content from the platform. However, the Platform may retain archived copies of your Content for backup, archival, or legal purposes.

7. Fees and Payment

7.1 Fees and Payment - Artists

7.1.1. Fees

  • Subscription Fee: If you purchase a paid “Pro” Plan, the payment is automatically renewed at the end of the applicable subscription period. The subscription fee is non-refundable. Artist may cancel their subscription at any time. In the event that Artist fails to complete payment for the Pro Plan, your subscription will be automatically downgraded to a Free Tier plan.
  • Commission: Lztn.to charges a 10% commission on each Transaction that occurs on the platform. This commission is calculated based on the total sale amount of digital and/ or physical goods before any payment handling fees are applied.
  • Payment Handling Fees: Payment handling fees are separate from the Platform’s commission and are charged by third-party payment processors. These fees are deducted from the transaction amount and may vary depending on the payment method and processor used.

7.1.2. Payment Handling

  • Payment Processors: Lztn.to utilizes third-party payment processors to handle transactions and process payments. In order to start transacting on Lztn.to, you must follow the provided instructions and complete the required setup on the third-party payment processor. By making transactions through Lztn.to, you agree to the terms and conditions of these third-party processors.

7.1.3. Payouts to Artists

  • Payout: Artists will receive the net transaction amount, after fees due to Lztn.to and to the payment processor, directly through the third-party payment processor. Lztn.to does not hold any amount in excess of the fees due to the Platform. Any payout related disputes and issues should be resolved between the Artist and the third-party payment processor.

7.1.4. Taxes

  • Responsibility for Taxes: You are solely responsible for any taxes, including but not limited to sales tax, VAT, or income tax, that may be applicable to the sale of your digital and physical goods. The Company does not provide tax advice and recommends consulting a tax professional regarding your tax obligations.
  • Tax Reporting: The Company may provide you with reports or statements related to your sales and commissions, but it is your responsibility to ensure accurate tax reporting and compliance with applicable tax laws.

7.2 Fees and Payment - Fans

7.2.1. Inquiries

All inquiries regarding digital or physical goods listed on the Platform will be directed to the relevant Artist.

7.2.2. Total Sales Amount

Your total price for each Transaction will include the price of the product plus any applicable ta. If a Transaction is subject to any type of sales tax, value added tax, goods and services tax, or similar indirect tax (collectively, “Sales Tax”), then you agree that we may charge you for those Sales Taxes and that you will pay all the fees and Sales Taxes you incur as applicable.

7.2.3. Refunds

All sales of Digital Content and Physical Goods are final, unless otherwise determined by the Platform. If you do not receive the purchased goods, digital or physical, or otherwise have an issue with the goods delivered, please contact Lztn.to with your request and proof of payment, and we will work with the relevant Artist to resolve your issue. By accepting these Terms, you understand and agree that Lztn.to is simply a platform that Artist use to sell their products, and the relevant Artist is solely responsible for all transactions occurring on the Platform.

8. Privacy and Data Collection

8.1 Personal Data Collection

  • Data We Collect: The Company collects and processes personal information that you provide directly to us, such as your name, email address, payment details, and any other information you choose to provide. We also automatically collect data related to your use of our platform, including IP addresses, browser types, and usage patterns.
  • Cookies and Tracking: We use cookies and similar tracking technologies to enhance your experience on the platform, track your usage, and collect information about your preferences. You can manage your cookie preferences through your browser settings, though disabling cookies may affect your ability to use certain features of the platform.
  • Children’s Privacy: The Company does not knowingly collect or solicit personal data from children under the age of 13 (or relevant age under local law). If we learn that we have collected personal data from a child without verification of parental consent, we will delete that information as quickly as possible.

8.2 How We Use Your Data

  • Purpose of Data Use: The information we collect is used to provide, maintain, and improve our Platform, process transactions, communicate with you, and customize your experience. We may also use your data to comply with legal obligations and protect our rights.
  • Sharing of Data: We may share your personal information with third-party service providers who assist us in operating the platform, processing payments, or providing related services. These providers are bound by confidentiality obligations and are only allowed to use your data as instructed by us.
  • User Rights: You have the right to access, correct, or delete your personal data at any time by contacting our support team. You may also withdraw consent for certain data processing activities, though this may limit your use of the platform.

8.3 Data Security and Retention

  • Security Measures: Our Platform implements appropriate technical and organizational measures to protect your personal data from unauthorized access, loss, or misuse. However, no security system is impenetrable, and we cannot guarantee the absolute security of your data.
  • Data Retention: We retain your personal data for as long as necessary to fulfill the purposes outlined in this section, or as required by law. Once the data is no longer needed, we will securely delete or anonymize it.

8.4 Data Breach Response

  • Breach Notification: In the event of a data breach that affects your personal information, we will promptly notify you and any applicable regulatory authorities in accordance with relevant laws.

8.5 Changes to This Privacy Clause

  • Notice of Changes: We may update this privacy clause from time to time to reflect changes in our practices or legal obligations. We will notify you of any material changes by posting the revised clause on the platform and updating the “Last Updated” date.

9. Liability and Disclaimers

9.1 Limitation of Liability

  • Exclusion of Damages: To the fullest extent permitted by applicable law, The Company, its affiliates, officers, directors, employees, agents, licensors, and service providers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:
    • Your access to or use of or inability to access or use the Platform;
    • Any conduct or content of any third party on the platform;
    • Any content obtained from the platform;
    • Unauthorized access, use, or alteration of your transmissions or content.
  • Aggregate Liability: In no event shall the Company’s aggregate liability for all claims relating to the platform exceed the greater of one hundred U.S. dollars (USD $100) or the amount you paid the Platform, if any, in the past six months for the services giving rise to the claim.

9.2 Indemnification by Users

  • Indemnity: You agree to protect us from any losses that arise from:
    • Your use of and access to the platform;
    • Your violation of any term of these Terms of Use;
    • Your violation of any third-party right, including without limitation any copyright, property, or privacy right;
    • Any claim that your content caused damage to a third party.

9.3 Disclaimers

9.3.1. Disclaimer of Warranties

  • No Warranty: The Company provides the Platform and services "as is" and "as available," without any warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
  • No Guarantee: The Company does not guarantee that the Platform will be uninterrupted, error-free, or free from viruses or other harmful components. The Company does not guarantee the accuracy, completeness, or reliability of any content available on or through the Platform.
  • No Endorsement: Any reference to specific products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by the Company.

9.3.2. Governing Law and Dispute Resolution

  • Applicable Law: These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR), without regard to its conflict of law principles.
  • Initial Resolution: In the event of any controversy, claim, or dispute arising out of or relating to these Terms of Use, the parties shall first attempt to resolve the dispute informally by notifying the other party in writing and attempting to negotiate a resolution in good faith. Such negotiations shall take place within thirty (30) days from the date of the written notice of the dispute.
  • Binding Arbitration: If the dispute is not resolved through informal negotiation, it shall be resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The language of arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
    • Arbitration Procedure: The arbitration will be conducted by a single arbitrator who is mutually agreed upon by the parties. If the parties cannot agree on an arbitrator, an arbitrator will be appointed by the HKIAC in accordance with its rules.
    • Fees and Costs: Each party shall bear its own costs and expenses and an equal share of the arbitrator’s fees and administrative fees of arbitration.
    • Confidentiality: The arbitration proceedings and any information and materials submitted during the arbitration process shall be confidential and shall not be disclosed to any third party, except as may be necessary to enforce the arbitration award or as required by law.