Audiodraft Ltd (Business ID: 2334208-9) ("Audiodraft") provides this website (www.Audiodraft.com) and associated services, including hosting of this Audio Sourcing Contest, as a service to its registered users ("User" or "You"), and any use thereof is subject to compliance with these Audio Sourcing Contest Rules and Your acceptance of the Audiodraft Terms of Service, as amended from time to time.
Audiodraft website www.Audiodraft.com features a Contest section that enables parties wishing to license or acquire audio productions to set up a contest and commission an audio production from the Audiodraft community. The Audiodraft platform also enables Users to source audio from certain Audio Producer(s) directly without holding a contest, including from but not limited to the Service's "Marketplace" section which enables a sourcing User to license a non-winning contest entry audio production or other audio productions deemed eligible for licensing opportunities in the Marketplace by Audiodraft and/or the Audiodraft community.
This Audio Sourcing Contest ("Contest") is commissioned by "Dialectyx" as the Contest Holder ("Contest Holder). Participation in the Contest, as Contest Holder and/or Audio Producer, is subject to the following Audio Sourcing Contest Rules ("Rules"). A User submitting an audio work as an entry to the Contest is referred to as a Participant ("Participant"), and by uploading his or her content warrants and represents that he or she agrees to these Rules. The audio production submitted to the Contest by the Participant is referred to as a production ("Production"). For the purpose of commissioning audio productions using the Audiodraft platform, the term "Production" encompasses both the audio production's master sound recording and its underlying composition. Audiodraft is referred to as the contest host ("Contest Host"). Contest Holder may commission a Contest on behalf of a third party and transfer the license governing the control of the Production to said third party.
Participant must be a registered user of the Audiodraft service hosted by the Contest Host. The Production must be submitted to the Contest by using the Audiodraft service hosted by the Contest Host.
Rights in and to a Production submitted by Participant for a Contest: Participant shall retain any and all rights in and to the Production, subject to compliance with these Rules, until the Production is selected by the Contest Holder as the winning entry, at which point the applicable license terms govern the control of the Production. Contest Holder's design brief, comment, guidance, or any other form of communication or input shall not give rise to a joint work or any other claim to title, right or interest in or to the Production. Participant has right to submit updated versions of a Production during the Contest running time.
Participant acknowledges and agrees that the Production, where submitted to the Contest, is at the sole responsibility of the Participant from whom such Production originated, and that the Participant is solely responsible for any Production uploaded, posted, transmitted, stored or otherwise made available through Participant's activity. Participant represents and warrants that the Production does not violate or infringe upon any common law or statutory rights of any third party, including without limitation, contractual rights, copyrights, and rights of privacy. Participant acknowledges and agrees that no other persons, parties or entities has or have any right, title, or interest, including copyright, in or to the Production. Participant represents and warrants and agrees to cause that every party involved in making and performing of Production have agreed on participating in the Contest and that such parties are under no contractual or other constraints that might prejudice their participation in the Contest in compliance of these Rules.
Participant hereby agrees to indemnify and hold harmless Contest Host and Contest Holder from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of Participant's warranty, representation or agreement, express or implied, made by Participant herein which results in a final non-appealable judgment by a court of competent jurisdiction or is settled with Participant's prior written consent, which consent shall neither be unreasonably withheld or delayed.
Participant hereby agrees to Contest Holder may use less than an entire Production, and may edit, loop, enhance, or modify the Production, provided that any such change shall not alter the fundamental character of the portion of the Production being used, and any such change shall not give rise to any ownership rights or claims, including copyright, on the part of the Contest Holder in or to the resulting modified Production.
Contest Holder may give feedback about the Production to the Participant during the Contest. Further, Participant hereby gives Contest Holder, for the duration of the Contest, a gratis limited license to download, edit, and synchronize the Production with imagery for evaluating the Production in meeting the Contest's objectives. Contest Holder may eliminate a Production from the Contest, should Contest Holder deem, at its sole discretion, that such Production is not eligible to the Contest.
Participant hereby agrees that, if Contest Holder licenses Participant's Production, Contest Holder may use less than the entire Production, and may edit, loop, enhance, or modify the Production, provided that any such change shall not alter the fundamental character of the portion of the Production being used, and that any such change shall not give rise to any ownership rights or claims, including copyright, on the part of the Contest Holder in or to the resulting modified Production.
Participant acknowledges and agrees that members/affiliates of any performance rights organization, mechanical licensing agency, or any other organization with the purpose of licensing, collecting and distributing income from the performance and/or duplication of compositions ("Collection Society"), are eligible to participate in the Contest provided that any submitted Production by Participant is not registered with, or in any way represented or controlled by Participant's Collection Society, and/or is not governed by Participant's Collection Society membership/affiliation agreement. Examples of such Collection Societies include but are not limited to: ASCAP, The Harry Fox Agency, BMI, SESAC, and BUMA. Further, Participant represents and warrants that that the submission of Participant's Production to the Contest, and, if subsequently selected as the winning entry, the licensing of said Production to Contest Holder, will not violate the terms of any publishing agreement to which Participant is legally bound. Furthermore, Participant waives any and all mechanical license fees or royalties which otherwise may be payable as a result of the duplication and/or streaming of the Production by Contest Host and/or Contest Holder, and Participant waives any performance right fees or royalties otherwise payable as the result of any public performance of the Production by Contest Host and/or Contest Holder.
The foregoing notwithstanding, members of TEOSTO may submit Productions encompassed by their TEOSTO music author agreement, subject to the conditions that (1) the submitted Production has not been previously released, distributed, licensed or publicly performed, and (2) the submission and/or licensing of said Production to Contest/Contest Holder will not violate the terms of any publishing agreement to which the Participant is legally bound.
Participation in the Contest is free of charge for Participant.
Contest Host shall have the right to make copies of the Production and make the Production available to the public on web sites and commercials related to Contest Host where actions by the Contest Host are carried out solely for its marketing purposes.
Winner of the Contest (if any) will be chosen by the Contest Holder deem, at its sole discretion, and in consideration of the Contest prize (as specified on the Contest website) the Participant appointed as the Contest Winner, shall grant the Contest Holder the following license to use the Production ("License") (as specified on the Contest website):
An exclusive and worldwide, transferable, non-sublicensable right and license to use the Production, including but not limited to: to make reproductions of the Production, to couple and/or synchronize the Production, and to reproduce and make copies thereof, with visual images and to use the Production as so coupled or synchronized, or to use the Production on an audio-only or transcription basis, to distribute and publicly perform the Production over the internet or in connection with any other broadcast, transmission, public performance, exhibition or distribution means or media, or media product, mobile or fixed, now known or hereafter devised, including but not limited to broadcast and cable television, radio, motion pictures, internet and websites, as part of mobile applications, advertising, promotion, marketing, branding, whether single or multiple campaigns utilizing different media, and/or any other use deemed fit by the Contest Holder. The license granted hereunder is perpetual upon the Participant becoming elected as the Contest Winner by the Contest Holder.
The Participant and the Contest Holder both acknowledge and agree that no separate instrument, in addition to these Rules, by and between the above said parties shall be required to make the above said License become effective.
For any questions related to these Rules, please contact: