Terms & Conditions
End User Licence Agreement (EULA)
Definition “ User Content ” means any content that Users upload, post or transmit (collectively, “ Post ”) to or through the Service including, without limitation, any text, photographs, User Videos or sound recordings and the musical works embodied therein, Broadcast Content, and any other works subject to protection under the laws of the United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws, and excludes any and all Company Content (including, without limitation, any SR Samples incorporated into the Company Videos).
Screening User Content The Company offers Users the ability to submit User Content to or transmit through the Service. The Company does not pre-screen any User Content, but reserves the right to remove, disallow, block or delete any User Content in its sole discretion. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate this EULA, applicable law or otherwise constitute Objectionable Content (defined in Section 5.i below); or (ii) in response to complaints from other Users or licensors of any Company Content, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Videos that you Post to the Service on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Videos. The Company does not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will the Company be liable in any way for any User Content.
Intellectual Property Rights SUBJECT TO ANY THIRD PARTY RIGHTS IN ANY PREEXISTING CONTENT INCLUDED WITHIN YOUR USER CONTENT, INCLUDING COMPANY CONTENT, YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT AND SUBMITTING YOUR USER CONTENT TO THE SERVICE DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT NO USER VIDEO WILL BE CONSIDERED TO BE A SEPARATE COPYRIGHTABLE WORK AND ALL RIGHTS IN EACH USER VIDEO WILL REMAIN WITH THE OWNERS OF THE CONTENT USED TO CREATE SUCH USER VIDEO.
Licenses to User Content You hereby grant the Company a worldwide, unrestricted, free of charges, assignable, sublicensable, revocable, royalty-free license to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Sites (except with respect to Broadcast Content), and otherwise exploit and use (collectively, “ Use ”) all User Content you Post to or through the Service by any means and through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting the Company and the Service; (ii) displaying and sharing your User Content to other Users of the Service; (iii) providing the Service as authorized by this EULA; and (iv) sublicensing Editors the appropriate rights to enable them to create Collaborative UGVs that incorporate any of your User Content as permitted by this EULA. If you terminate this EULA or remove any of your User Content from the Service after it has been included within a Collaborative UGV, then your license grant with respect to your User Content included within such Collaborative UGV is perpetual and irrevocable. You further grant the Company a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content. You must not post any User Content on or through the Service or transmit to the Company any User Content that you consider to be confidential or proprietary. Any User Content posted by you to or through the Service or transmitted to the Company will be considered non-confidential and non-proprietary, and treated as such by the Company, and may be used by the Company in accordance with this EULA without notice to you and without any liability to the Company. For the avoidance of doubt, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting the Company the right to Use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner ( e.g. , a record label), a musical work copyright owner ( e.g. , a music publisher), a performing rights organization ( e.g. , ASCAP, BMI, SESAC, etc.) (a “ PRO ”), a sound recording PRO ( e.g. , SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
You Must Have Rights to the Content You Post You must not Post any User Content to the Service if you are not the copyright owner of or are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Service. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not Post such sound recordings to the Service unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to the Company under these Terms. You represent and warrant that: (i) you own the User Content Posted by you on or through the Service or otherwise have the right to grant the license set forth in these Terms; (ii) the Posting and Use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the Posting of your User Content on the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of Posting your User Content on the Service.
Specific Rules for Musical Works and for Recording Artists If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through this EULA to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in this EULA or have such music publisher enter into this Agreement with us. Just because you authored a musical work ( e.g. , wrote a song) does not mean you have the right to grant us the licenses in this EULA. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Service that may be claimed by your label.
Through-To-The-Audience Rights All of the rights you grant in this EULA are provided on a through-to-the-audience basis, meaning the owners or operators of External Sites will not have any separate liability to you or any other third party for User Content Posted or Used on such External Sites via the Service.
Waiver of Rights to User Content By Posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Service.
No Liability For the avoidance of doubt, the Company will not be liable for any unauthorized use of User Content by any User.
Objectionable Content You are not permitted to and agree not to Post any User Content to the Service that is or could be interpreted to be (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, or vulgar, (ii) promoting any product, good or service, or bigotry, discrimination, hatred, intolerance, racism, or inciting violence (including suicide), or (iii) with respect to SR Samples (and, for the avoidance of doubt, the musical works embodied therein), making a political message for or against any person, party, political belief or issue, of a religious nature, or harshly critical of any SR Samples, the copyright owner(s) thereof, or any author, contributor or royalty participant of an SR Sample, in each of clauses (i), (ii) and (iii) of this Section, as the Company may determine in its sole and absolute discretion (collectively, “ Objectionable Content ”). The Posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in this EULA may be raised as a defense against any third party claims arising from your Posting of Objectionable Content. You also agree not to use the Service for illegal or unlawful purposes, including, without limitation, to stalk any other User. If you encounter any Objectionable Content on the Service, then please immediately email the Company at email@example.com or inform us through the functionality offered on the Service. You acknowledge and agree that the Company provides you the right to report Objectionable Content as a courtesy, and the Company has no obligation to remove or take any other action with respect to any Objectionable Content on the Service that you report to us. The Company may terminate, suspend, warn or take other appropriate actions against Users for Posting Objectionable Content to the Service, including, but not limited to, the removal of all User Content uploaded to the Service by a User.
Consent to Use of Data You understand and agree that the Company may collect and use technical data and related information, including, but not limited to, data from audio files resident on your device (e.g., we may scan sound recordings for metadata), your device’s UDID, and other technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services, such as the Audible Magic content identification feature, to you related to the Service.
Privacy and Data ProtectionIn accordance with the provisions of the Data Protection Act and related complementary legislation, the Service Provider informs the user that the information resulting from contracting the Service and related personal data will be included in file owned by the Service Provider for its automated processing, providing the user consent to such treatment by accepting these EULA.
Compliance with Laws and Regulations You understand and agree to comply with all applicable laws in relation to your use of the Service and User Content. In particular, and without limitation, you shall at all times ensure that your User Content does not: contain any content, information or material that infringes the rights of any third party including copyright, trademark rights, confidential information or rights of privacy; violate any applicable laws; contain any content or material that is offensive, abusive, defamatory, libellous, derogatory, bullying, discriminatory, obscene, violent, sexually explicit, indecent, which promotes or encourages violence, terrorism or any other illegal acts or which is likely to harass, upset, embarrass, alarm, inconvenience or annoy any person; in any way promote or incite anyone to commit or assist in any unlawful or criminal activity or anti-social behaviour, or encourage activities which could endanger the safety or wellbeing of others; identify any person without their consent, or the consent of their parent or legal guardian if they are under 18 years of age; disclose anyone’s personal contact details or invade their privacy; contain any viruses or other malicious or harmful programs; or include any advertising or promotional messages.
Users Age Limitation. The Service is targeted and can only be used by people of legal age or, if applicable, emancipated minors with full legal capacity to contract. Un-emancipated minors only may use the Service, with previous written permission of their parents, guardians or legal representatives, who will be responsible for the acts of those who are responsible for. It is important to note that these circumstances can not be verified by the Service Provider being responsibility of the parents or guardians of such un-emancipated minors to watch over for the correct use of the people who are dependent on are making within the Service and in particular, watch over the mobile phone that is being used to contract the Service. Likewise, the Service may only be contracted by the owner of the phone line that is associated with the Service. By accepting the Terms and Conditions, the user expresses to be legitimized and/or authorized to contract the Service and ensures the accuracy of all of the information given to the Service Provider. The user also expresses its commitment to make a proper use of the Service and agrees to comply with the current legislation that may be applicable in each case, as well as these Terms and Conditions, morality and/or public order. It is the user responsibility to respect these standards and it is strictly forbidden to use the Service subject to these Terms and Conditions for illegal purposes, or in any manner that violates or infringes the rights and interests of the Service Provider, its subsidiaries or of any other third party related. The user shall be exclusively responsible for any loss or damage caused by inappropriate, or illegal use of the Service.
Applicable Law and Dispute ResolutionThis EULA is construed in accordance with the law of England and Wales. In case of any conflict arising out from the application of the clauses of this EULA, the dispute will be settled in accordance with the International Arbitration rules and the process will be held by the ICC of London.