LAST UPDATED DECEMBER 28, 2017
a) About Audiodraft:
Audiodraft Ltd ("Audiodraft", "We", "Us") welcomes you to www.audiodraft.com and related subdomains (the "Service"). Audiodraft Ltd, a Finnish limited company with its principal place of business at Tallberginkatu 1 C, 00180 Helsinki, Finland provides the technology supporting the various audio sourcing platforms where a party seeking audio can acquire and license Audio Productions from Audiodraft's network of Audio Producers ("Production Services").
In addition to sourcing audio, parties seeking to create an audio brand identity can do so using Audiodraft's Strategy Services ("Strategy Services"). With Strategy Services, parties representing or managing brands can provide various data on the Strategy Services platform that enables Audiodraft and select Audio Producers to analyze the brand's current use of audio, how other companies use audio in their branding, and to arrive at an audio brand strategy and guidelines which helps the brand define and create the type of audio/music that is most suitable for the brand's marketing/advertising/branding purposes.
Licenses for Audio Productions granted and acquired via the Service are provided by Audiodraft, Inc. a Delaware corporation with its principal place of business at 25 Taylor St, San Francisco, CA 94102.
b) Registration Required:
Registration is required for both Audiodraft users seeking to license or acquire audio, and Audiodraft users that wish to submit their Audio Productions for such opportunities on any of the Service’s audio sourcing platforms.
Your use of the Service constitutes your acceptance of the Terms. Consequently, if you do not agree with the Terms, or do not understand them, please do not use the Service.
From time to time, we may modify or amend the Terms. If we do so, we will post any such modifications or changes in the Service. If you continue to use the Service following such a posting, you accept any such change or modification.
We wish to remind you that you are solely responsible for any material or content that you post in the Service, regardless of the manner in which you post it. Similarly, your use of, or reliance on, any material or content posted in the Service is at your own risk.
We will not, under any circumstance, be liable in any way for any content, including, but not limited to, any errors or omissions in any material or content, or any loss or damage of any kind that you incur as a result of your use of, or your acting in reliance on, any material or content posted, e-mailed, transmitted, or otherwise made available in the Service.
We may, but have no obligation to:
Moreover, you understand and agree that the acquisition and offering of Audio Productions through a Contest, as defined below, or directly commissioning them from Audio Producers, as defined below, are subject to additional terms, conditions, and restrictions.
Artist Profiles: Artist Profiles are made available in Audio Brand Guidelines for the sole purpose to give examples of possible audio solutions or musical directions for Sourcing User's consumer events or other brand communication points. No copyright ownership is transferred by the inclusion of Artist Profiles in Audio Brand Guidelines. Further, the inclusion of Artist Profiles in Audio Brand Guidelines does not in any way constitute a license or permission for Sourcing User to use the sound recording, composition or visual content encompassed by an Artist Profile, or any portion thereof, for Sourcing User's marketing, advertising, or branding efforts. Such use will require a separate license(s) for the musical components and/or related visual content.
Assets: Assets are and include content uploaded by Sourcing User using the Strategy Services platform for the purpose of providing the Strategy Services. All content uploaded as Assets on the Strategy Services platform is subject to the provisions of Sections III(b)(iv) and III(b)(v) below. Unless agreed in writing by the applicable parties, no copyright ownership is transferred by uploading Assets. Where the Assets are controlled by Sourcing User, Sourcing User permits Audiodraft to duplicate, distribute or otherwise use the Assets in any matter necessary for use of the Strategy Services platform.
Audio Brand Guidelines: The Audio Brand Guidelines platform allows a Sourcing User using Strategy Services to organize, define, and implement its audio brand identity and audio brand strategy across all of its communication touchpoints. Sourcing User may upload Assets and related material to create a resulting Audio Brand Guidelines page/report for a particular event or communication point. When Sourcing User uses Audio Brand Guidelines, it agrees that the underlying methodology and resulting data are the sole and exclusive property of Audiodraft, and that the resulting Audio Brand Guidelines is provided to Sourcing User via a worldwide, perpetual license.
Audiodraft Roles: The different forms of Audio Producer participation on the Audiodraft platforms. Each Role has three progression levels: Entry Level, Junior Level, and Senior Level, and they are determined by the Audio Producer's Status. Every Audio Producer starts as an Entry Level Sound Designer by default. As the Status of a Sound Designer increases, he or she may become eligible for other Roles which will allow access to additional opportunities on the Audio Sourcing Platforms.
Audiodraft Status: An experience points system that determines an Audio Producer's access to opportunities on Audio Sourcing Platforms, and also determines an Audio Producer's eligibility to acquire different Roles.
Audio Producer: A user that submits Audio Production(s) and related Content to the Service. In relation to Strategy Services, an Audio Producer is a user that reviews and/or compiles Brand Sound Units and/or analyzes the Brand Sound Unit(s) for the creation of a Sound Drafting Analysis and other deliverables for the Strategy Services.
Audio Production: A recording submitted to the Service by an Audio Producer. The term “Audio Production” encompasses the master sound recording, its underlying composition, and any material related thereto. In the event Sourcing User sources a new recording of a public domain composition, the term "Audio Production" will solely refer to the sourced master sound recording. In the event a Sourcing User sources a new recording of a non-public domain composition controlled by a third party, the term "Audio Production" will solely refer to the sourced master sound recording, and the recording and use of such master sound recording shall be subject to the provisions of the Cover Version paragraph of Section III(b)(iv) of these Terms.
Audio Sourcing Platforms: The features of the Service which enable a Sourcing User to license or commission Audio Productions, including but not limited to Contests, Projects and Library.
Blanket License: A Sourcing User may elect Blanket License ("Blanket License", "Audiodraft Blanket") from the licensing options, and Sourcing User thereby acquires the option to license an unlimited number of Audio Productions intended for Designated Campaign(s). Under a Blanket License, a Sourcing User may select an unlimited number of Audio Productions intended for use in any Designated Campaign(s), subject to (i) the duration/term of the Blanket License, (ii) the licensing rights acquired for each Designated Campaign are strictly limited to the office or satellite-office from where said Designated Campaign originated, and (iii) the requirement that the Sourcing User completes the online Use Data Form for each Audio Production selected for licensing. Rights acquired to an Audio Production under a Blanket License become null and void (i) if Sourcing User does not use said Audio Production in the Designated Campaign for which it was intended, (ii) if Sourcing User does not produce the Designated Campaign for which an Audio Production was licensed, or (iii) if Sourcing User fails to execute the payment for the Blanket License fee(s) as agreed with Audiodraft. The Blanket License will automatically renew for an additional term equal to its original duration/term unless Sourcing User or Audiodraft, by written notice, terminates the Blanket License, with or without cause, prior to the expiration of the current licensing duration/term.
Brand Sound Unit: A Brand Sound Unit is and includes any content encompassing audio related to a brand (e.g. online videos or tv commercials). Brand Sound Units are compiled and analyzed by selected Audio Producers in connection with Audiodraft's Strategy Services. Unless agreed in writing by the applicable parties, no copyright ownership is transferred by the collection, review and/or analysis of Brand Sound Units. Sourcing Users using the Strategy Services platform permit the use of its proprietary public and/or private material to be used by Audio Producer and Audiodraft for the purpose of providing the Strategy Services. When Sourcing User and/or Audio Producer use the Strategy Services, they individually agree that the underlying methodology and resulting data derived from analyzing Brand Sound Units are the sole and exclusive propriety of Audiodraft, and that the resulting Sound Drafting Analysis is provided to Sourcing User via a worldwide, perpetual license.
Compensation: A Payment to User for participating in the audio sourcing opportunities in a specific Role on the Audio Sourcing Platforms. Examples of Compensation include but are but not limited to: licensing proceeds, Contest prize monies and/or public performance royalties. Further, the Compensation levels will generally be higher for the opportunities allocated to Audio Producers with higher level Audiodraft Status.
Content: Content transmitted to the Service by users, including but not limited to Audio Productions, samples, written text, graphics, photographs, images, videos, messages, company logos, company advertising material, Audio Producer name & likeness, and/or any other such material.
Contest: A section of the Service that enables Audio Producers to submit their Audio Productions to competition for prize monies and/or other prizes, and which enables Sourcing Users to license Contest- winning Audio Productions.
Co-Producer: A role for Audio Producer to validate Audio Productions and provide creative guidance on different Audio Sourcing Platform.
Designated Campaign: A particular commercial, jingle, advertising campaign and/or other use for which the rights to one or more Audio Productions are acquired under a Blanket License.
License Grant: Sale or purchase of a license pertaining to an Audio Production commissioned using Audiodraft’s Audio Sourcing Platforms, in compliance with these Terms.
Library: A section of the Service that enables a Sourcing User to license Audio Productions deemed eligible for licensing opportunities by us and/or the Audiodraft community.
Payments to User: The user's share of payments arising out of Premium Services.
Premium Services: Paid services such as commissioning an Audio Production.
Project: The Projects feature allows Sourcing Users to collaborate directly with particular Audio Producer(s) on private audio sourcing Projects otherwise not open to the larger Audiodraft community.
Revenue Share Program: A licensing option whereby Audiodraft Publishing shares forms and shares of Compensation with a Sourcing User and/or with a Co-Producer, including but not limited to public performance royalties.
Sound Designer: A role for Audio Producer to create and submit Audio Productions on different Audio Sourcing Platforms.
Sound Drafting Analysis: A Sound Drafting Analysis is the resulting summary of Audiodraft's proprietary method of analyzing Assets, Brand Sound Units and related material for the purpose of enabling the Sourcing User to create a brand sound identity in connection with Audiodraft's Strategy Services. When Sourcing User requests a Sound Drafting Analysis, it agrees that the underlying methodology and resulting data are the sole and exclusive property of Audiodraft, and that the resulting Sound Drafting Analysis is provided to Sourcing User via a worldwide, perpetual license.
Sound Examples: Sound Examples are made available in a Sound Drafting Analysis for the sole purpose to give examples of possible audio solutions or musical directions for a Sourcing User deciding on an audio brand identity. No copyright ownership is transferred by the inclusion of Sound Examples in a Sound Drafting Analysis. Further, the inclusion of Sound Examples in a Sound Drafting Analysis does not in any way constitute a license or permission for Sourcing User to use the sound recording, composition or visual content encompassed by a Sound Example, or any portion thereof, for Sourcing User’s marketing, advertising, or branding efforts. Such use will require separate license(s) for the music and/or related visual content.
Sourcing User: A user that wishes to commission an Audio Production using the Audio Sourcing Platforms. In relation to Strategy Services, a Sourcing User is a person or party managing a brand and making Assets and related material available for the Strategy Services.
Support Services: Technical or other support for the Service and/or the users of the Service.
a) Audio Sourcing Platforms
Audiodraft features the following platforms for sourcing audio:
(i) Custom Audio
The Custom Audio platform enables parties wishing to license or acquire a custom-made Audio Production to set up a Contest and thereby commission an Audio Production from Audiodraft’s community of Audio Producers. Audio Producers will then compete for that opportunity by creating Audio Productions specifically tailored to a design brief defined by the Sourcing User.
The Library platform enables Sourcing Users to license Audio Productions that are currently and immediately available for licensing opportunities in the Library. Audiodraft will periodically solicit new Audio Productions for the Library by holding a Music Library Challenge, but expressly disclaims any guarantee or promise that a given submission will be placed in the Library. The Sourcing User may request modifications to Audio Production(s) in the Library. At this point the collaboration between Sourcing User and Audio Producer becomes a Project.
b) Rules Governing Commissioning Audio on Audiodraft
For the purpose of commissioning any and all audio productions on any Audio Sourcing Platform, the term "Audio Production" encompasses both the audio production's master sound recording, its underlying composition and any other material relating thereto. Further, a Sourcing User may license an Audio Production on behalf of a third party and transfer the license governing the control of the Audio Production to said third party, and Audiodraft may acquire the rights in and to an Audio Production and license said Audio Production to Sourcing User.
Commissioning audio on any of the Audio Sourcing Platforms, whether by means of a Contest, a Library selection, or collaborating on a Project, are subject to the following rules, where applicable:
(i) Audio Producer retains all rights in and to his or her Audio Production until selected for acquisition or licensing; Copyright and compensation division for collaborations between multiple Audio Producers:
Audio Producer shall retain any and all rights in and to his or her Audio Production, subject to compliance with the Terms, until said Audio Production is selected by Sourcing User via any of the Audio Sourcing Platforms, at which point Audio Producer grants a license or transfers title to Sourcing User or the Service. Sourcing User's design brief, comment, guidance, or any other form of collaboration, communication or input shall not give rise to a joint work or any other claim to title, right or interest in or to the Audio Production. Audio Producer may submit updated or modified (versions of) the Audio Production prior to acquisition or licensing of said Audio Production to Sourcing User. Further, Audio Producer is permitted to post and/or share the Audio Production for non-commercial marketing purposes on media channels on the condition that the Audio Production remain unlicensed and unencumbered, and that, upon selected for licensing by a Sourcing User, Audio Producer will immediately remove the Audio Production from all channels, sites, and platforms where it was made available by Audio Producer.
Where multiple Audio Producers collaborate on an Audio Production, each Audio Producer will receive an equal share in and to the copyrights of the resulting Audio Production, including equal shares of Compensation, unless the collaborating Audio Producers mutually agree on specific terms regarding copyright ownership division and Compensation as set forth on the Audio Sourcing Platform hosting a particular audio sourcing opportunity which allows for collaboration.
(ii) Sourcing User has Limited License to Download Audio Production; Licensed Audio Productions may be Modified by Sourcing User; the Service may use the Audio Production for Marketing Purposes:
Due to the collaborative nature of the Contest and Project platforms, Sourcing User may give feedback about the Audio Production to the Audio Producer. Further, Sourcing User has, for the duration of a Contest or Project, a gratis limited license to download, edit, and synchronize the submitted Audio Production with imagery for evaluating the Audio Production in meeting the design brief’s stated objectives. Use of the Audio Production for such evaluation shall not give rise to a joint work or any other claim to title, right or interest in or to the Audio Production. Sourcing User may eliminate an Audio Production from a Contest or Project, should Sourcing User deem, at its sole discretion, that such Audio Production is not eligible for the Contest or Project.
When an Audio Production is licensed via any Audio Sourcing Platform, Sourcing User may use less than the entire licensed Audio Production, and may edit, loop, enhance, or modify the Audio Production, provided that any such change shall not alter the fundamental character of the portion of the Audio 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 Sourcing User in or to the resulting modified Audio Production.
The Service shall have the right to make copies of the Audio Production and make the Audio Production available to the public on websites and commercials related to the Service where actions by the Service are carried out solely for its marketing purposes.
(iii) Sourcing User Has Option to Extend (Any) Licensing Term:
Sourcing User may exercise his or her option to extend the initial licensing term of the Audio Production at any time before the expiration of an initial licensing term, at a licensing rate set solely by the Service. Sourcing User hereby acknowledges and agrees that these Terms, and any other applicable rules that govern audio sourcing via the Audio Sourcing Platforms will govern any extended licensing term.
(iv) Audio Producer Required to Submit Original Song without Uncleared Samples:
Audio Producer represents and warrants that the Audio 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. Audio Producer acknowledges and agrees that no other persons, parties or entities has or have any right, title, or interest, including copyright, in or to the Audio Production. Audio Producer represents and warrants and agrees to cause that every party involved in making and recording of Audio Production have agreed on participating on the Audio Sourcing Platforms and that such parties are under no contractual or other legal constraints that could give rise to a viable copyright infringement claim for use of the Audio Production as contemplated by the Sourcing User and/or submitting the Audio Production to the Audio Sourcing Platforms.
Cover Versions: Notwithstanding the provisions of this Section III(b)(iv), any Audio Producer and/or Sourcing User that record a new version of a pre-existing sound recording, or that create a recording of a non-public domain composition controlled by a third party (both a "Cover Version"), shall do so in accordance with the provisions of Section III(b)(v) immediately below. Audio Producer and/or Sourcing User hereby warrant and represent that all necessary permissions and licenses are secured for their Cover Version(s), and that their Cover Version(s) as well as the manner in which the Cover Version(s) are used do not violate the rights of any third party rightsholders.
(v) Audio Producer Takes Legal Responsibility for Copyright Infringement:
Audio Producer hereby agrees to indemnify and hold harmless Sourcing User and/or Audiodraft and their respective licensees and/or assignees 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 Audio Producer's warranty, representation or agreement, express or implied, made by Audio Producer herein which results in a final non- appealable judgment by a court of competent jurisdiction or is settled with Audio Producer's prior written consent, which consent shall neither be unreasonably withheld or delayed.
Further, Audiodraft shall indemnify the Sourcing User against, and hold it harmless from, any loss, expense or damage that the Sourcing User may suffer by Audio Producer's breach of any of his or her representations or warranties provided under Section III(b)(iv) above. If in consequence of any such breach, the Sourcing User is named or joined as defendant in any suit concerning a claim against Sourcing User for the infringement of a third party's intellectual property interest, it shall have the right to call upon Audiodraft to undertake the defense on the Sourcing User's behalf. The expense of defense shall be paid by Audiodraft. Each party shall notify the other of any claim, demand or suit within seven (7) days after the assertion of the claim or demand or the service of process in the suit.
Pursuant to the above, Audiodraft will maintain in effect throughout the Audio Production license term errors and omissions insurance, including coverage for the infringement of applicable intellectual property rights. Upon request, Audiodraft will provide a certificate of insurance to Sourcing User evidencing the foregoing within ten (10) days of Sourcing User electing to source an Audio Production from the Audiodraft platform. Audiodraft shall provide Sourcing User with written notice of any material change, reduction, cancellation or non- renewal of the above policies in accordance with the policy provisions.
(vi) Performance Rights Organization Members Permitted to Participate on Audio Sourcing Platforms:
Audio Producer 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 on the Audio Sourcing Platforms provided that any submitted Audio Production by Audio Producer is not registered with, or in any way represented or controlled by Audio Producer's Collection Society, and/or is not governed by Audio Producer'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, Audio Producer represents and warrants that the submission of Audio Producer's Audio Production to any of the Audio Sourcing Platforms, and, if subsequently selected for acquisition and/or licensing, the transfer of control of said Audio Production to a Sourcing User or the Service, will not violate the terms of any publishing agreement to which Audio Producer is legally bound. Furthermore, where Audio Producer controls the underlying composition of the Audio Production, Audio Producer 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 Audio Production by the Service and/or Sourcing User, and Audio Producer waives any performance right fees or royalties otherwise payable as the result of any public performance of the Audio Production by the Service and/or Sourcing User.
(vii) Library Platform: Audiodraft May Revise Terms; Licensing Fees Division:
Audiodraft has sole discretion to decide which Audio Productions are eligible for licensing opportunities in the Library, and may revoke such eligibility and remove Audio Productions from the Library without notice. Audio Producer hereby agrees that any and all submitted Audio Productions for inclusion in the Library are currently not licensed to any third parties, and are solely and exclusively available for licensing opportunities in the Audiodraft Music Library. Audio Producer may remove his or her Audio Production from the Library at any time prior to Sourcing User electing to license said Audio Production. Further, Audiodraft reserves the right to change the applicable Library license terms, including but not limited to the license pricing terms. Audiodraft shall give Audio Producer notice of the changed terms via email. Audio Producer's failure to respond to said notice via email within seven (7) days from delivery of the notice, for any reason, shall be deemed to be assent and acceptance by Audio Producer of the changed terms. Upon Sourcing User electing to license the Audio Production via the Library or Project platforms, Audiodraft shall deduct thirty percent (30%) of the total license fee as a service charge to the Sourcing User upon payment from Sourcing User; the remaining Library licensing fee proceeds shall be remitted to Audio Producer, subject to any applicable taxes or payment processing fees. Audio Producer can also agree with Audiodraft and/or Sourcing User on personalised compensations and license fees divisions for the Audio Production(s) submitted by the Audio Producer.
(viii) Revenue Share Program Royalties:
Where an eligible Sourcing User or Co-Producer elect to participate in the Revenue Share Program, Sourcing User and Co-Producer are entitled to a share of public performance royalties as collected by Audiodraft Publishing from any applicable performance rights organization for Sourcing User’s exploitation of Audio Production on media or mediums that generate public performance revenues. Audiodraft will issue an accounting and effect payment of public performance royalties within 60 (sixty) days subject to and upon receipt of a quarterly accounting and payment from the applicable performance rights organization.
(ix) Service grants Sourcing User a Direct License for use of Audio Production:
For any Audio Production licensed by Audiodraft Publishing, the Service grants Sourcing User a direct license to publicly perform or broadcast the Audio Production on Sourcing User’s proprietary media and entertainment platforms, including but not limited to internet sites, internet applications, and internet broadcast channels, whether broadcast from or through proprietary or affiliated online media properties. A direct license gives Sourcing User (or its Audio Production Licensing Agreement transferee) permission to publicly perform or broadcast an ASCAP or similarly Performance Rights Organization-registered Audio Production without clearing or licensing said Audio Production from the PRO to which it is registered. Audiodraft represents and warrants that it holds all rights in and to the Audio Production necessary to issue a direct license for Audio Production, inclusive of all performing, mechanical or any other similar rights, without need for payment of further royalties to any PRO by Sourcing User. The foregoing provisions are specific to, and solely apply to, particular Audio Productions licensed via Audiodraft Publishing, and do not function as a general exemption for broadcasters, distributors, music streaming services, terrestrial or online radio stations, or any other entity, channel or service that publicly performs or broadcasts PRO-registered compositions, from the requirement of acquiring a blanket-license from the respective PROs that administer the public performance rights of the respective PRO-registered compositions. In furtherance of the foregoing language, nothing contained herein shall be deemed to constitute a waiver for Sourcing Users of any fee due and payable to the relevant PRO for the public performance of its registered compositions not licensed via Audiodraft Publishing.
Subject to these Terms, we grant you a non-exclusive, non-transferable and non-sub-licensable right to use the Service for your own personal/internal purposes and only as set forth in these Terms ("License").
Registering to the Service is free, but use of the Service is priced according to the current prices available in the Service. You agree to pay any and all applicable charges for the use of the Service to us in accordance with the prices currently in force.
Premium Services are available in the Service. By using the Service and selecting Premium Services that are offered to you for a fee according to the current prices, you agree to pay us the fees indicated for such services. Applicable fees will be charged from you and payments will become due upon purchasing a Premium Service, unless agreed otherwise in writing.
Unless agreed otherwise in writing, we accept payments for Premium Services from all major, valid credit cards, and we also accept payments made through PayPal. Payments to users such as Contest prizes will be paid only through PayPal in accordance with our payment policies in force from time to time. The user shall be responsible for paying any and all PayPal processing fees. The user is responsible for ensuring that he/she is a resident of a country where PayPal is available for sending and accepting payments (for more information please visit http://www.paypal.com/worldwide). If the user is not able to receive money through PayPal and cannot create a PayPal account within the required timeframe noted below, the user is prohibited from using the Audio Sourcing Platforms because participating therein includes a possibility for Payments to Users. Audio Producers eligible for proceeds from the successful participation on the Audio Sourcing Platforms will forfeit his or her proceeds if the Audio Producer fails to create and immediately notify Audiodraft of his or her PayPal account details within thirty (30) days from the expiration of the Contest and/or the completion of the Project. Recipients of proceeds from the successful participation on the Audio Sourcing Platforms will receive payment via PayPal no sooner than the last day of the quarter following the quarter in which Sourcing User licensed Audio Producer's Audio Production, unless otherwise negotiated by Audiodraft and Audio Producer. Payment of Revenue Share Program royalties are subject to the terms set forth in Section III(d).
We offer a 100% satisfaction guarantee to Sourcing Users in the use of our Audio Sourcing Platforms listed below. Refunds may be requested by sending your contact information to email@example.com.
In the event that a Sourcing User chooses not to select a winning entry from any of the Audio Productions submitted by the Audio Producer(s), the Sourcing User will be eligible for a refund of the Contest prize, deposited prize commission, and any other fees that are not marked and/or stated non-refundable. Sourcing User must select a winner or request a refund within thirty (30) days from the expiration of Sourcing User’s Contest deadline. Failure to request a refund or select a winner within thirty (30) days from the expiration of the Contest deadline will result in a forfeiture of deposited payments made by the Sourcing User.
In the event that Sourcing User's collaboration does not result in a satisfactory Audio Production, the Sourcing User may, at no additional cost, establish another Project with a different Audio Producer within thirty (30) days from the original Project launch date, or request a refund of all refundable fees.
All prices are subject to change with or without notice. If any charges are not received from you by the due date, then such charges accrue late interest at the maximum rate permitted by law. If any amount owed by you to us under these Terms for our services is thirty (30) or more days overdue, we may suspend our services to you until you have paid such amounts in full.
a) User Content
You acknowledge and agree that all Content whether publicly posted or privately transmitted to the Service is at the sole responsibility of the user(s) from whom such Content originated, and that the user(s) is solely responsible for any Content uploaded, posted, transmitted, stored or otherwise made available through user(s)'s use of the Service. We disclaim any responsibility for the backup and/or retention of any Content transmitted to the Service. If you transmit Content to the Service, you understand and agree that such Content may be reproduced, distributed, publicly performed and publicly displayed on the Service for the purpose of providing the Service.
b) Intellectual Property
These Terms confer only the right to use the Service, while these Terms and the specified license(s) are in effect and they do not convey any rights of ownership in or to the Service. All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Service will remain our sole property. Any services provided to you under these Terms, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to us. For avoidance of any doubt, the foregoing shall not be construed in any way to restrict any user rights in Content.
(ii) Audiodraft Contests & Audiodraft Projects.
The purpose of the Contests section is to enable Sourcing Users to license Audio Productions, which Audio Producers create in competition for prize monies and/or other prizes. The Projects section enables Sourcing Users to collaborate directly with a particular Audio Producer(s) on private audio sourcing Projects not open to the larger Audiodraft community. For both Contests and Projects, the Audio Producer may submit his or her Audio Production to the Contest and/or Project held by Sourcing User in guidance of Sourcing User's design brief and/or any other material directing the Audio Producer’s production efforts. Sourcing User's design brief, and/or any other additional comment and instruction to Audio Producer will not result in a joint work, nor will Sourcing User acquire any right, title or interest in the submitted Audio Production by virtue of collaborating with Audio Producer. Both Audio Producer and Sourcing User acknowledge and agree that any license granted to a Sourcing User for the use of a submitted Audio Production shall be subject to additional terms and conditions based on the applicable licensing or buy-out terms, as well as subject to these Terms.
(iii) Audiodraft Library
We expressly disclaim any guarantee that any particular Audio Production will be selected for the Library. Audio Producer may remove his or her Audio Production from the Library at any time prior to Sourcing User electing to license said Audio Production. Further, we reserve the right to change the applicable Library license terms, including but not limited to the license pricing terms. Audio Producer can also agree with Audiodraft and/or Sourcing User on personalised compensations and license fees divisions for the Audio Production(s) submitted by the Audio Producer.
We shall give Audio Producer notice of the changed terms via email. Audio Producer's failure to respond, for any reason, to said notice via email within seven (7) days from delivery of the notice shall be deemed to be assent and acceptance by Audio Producer of the changed terms. See the current prices here: http://www.audiodraft.com/music-library/info. We shall deduct thirty percent (30%) of the total Library licensing fee as a service charge; the remaining Library licensing fee proceeds shall be remitted to Audio Producer.
(iv) Copyright Infringement
We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement using guidelines and procedures set forth in Section 512 of the Digital Millennium Copyright Act of 1998 (“DMCA”). If you see any material on the Service that in your good faith belief may infringe someone's copyright, you may notify us by e-mailing us at firstname.lastname@example.org with "Copyright" in the subject line. In order for it to be effective, your notice, also known as a takedown notice, must include the following information:
(1) The identity of the original copyrighted work that you claim is infringed or – if your notice covers multiple copyrighted works - you may provide a representative list of the copyrighted works that you claim have been infringed;
(2) A sufficiently detailed description of the content on the Service that you claim infringes the copyrighted work;
(3) Your contact information, including your full name, mailing address, telephone number, and email address, if available;
(4) A statement that you believe in good faith that the use of the allegedly infringing content on the Service is not authorized by the copyright owner, its agent, or the law; and
(5) This statement: "I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed"; and
(6) A physical or electronic signature of the copyright holder or a person authorized to act on their behalf.
Moreover, if you believe your work was erroneously removed due to an incorrect claim of copyright ownership, you may provide us a written counter notice. When we receive your counter notice, we may in, our discretion, reinstate the material in question in not less than 10 nor more than 14 days after we receive the counter notice unless we first receive notice from the original complaining party who filed the infringement notice that they have filed a legal action to restrain the allegedly infringing activity. To provide a counter notice to us, you may email us at email@example.com. Please note that if you provide a counter notice, in accordance with the terms of the DMCA, the counter notice will be given to the original complaining party that filed the infringement notice. To be effective, a counter notice must contain substantially all of the following information:
1. Identification of the material that has been removed or to which access has been disabled in the Service and the location at which the material appeared before it was removed or access to it was disabled:
2. Your name, address, telephone number and, if available, email address:
3. Include both of the following statements in the body of the Notice:
"I hereby state under penalty of perjury that I have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled."
"I hereby state that I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located or, if my address is outside of the United States, for any judicial district in which Audiodraft Ltd. may be found, and I will accept service of process from the complaining party who notified Audiodraft Ltd. of the alleged infringement or an agent of such person."
4. Provide your full legal name and your electronic or physical signature.
We are not obligated to provide any Support Services. However, if we choose to provide any Support Services to you, your use of such Support Services will be governed by our policies then in force. With respect to any technical or other information you provide to us in connection with the Service or any Support Services, you agree that we have an unrestricted right to use such information for our business purposes, including (without being limited to) for product support and development. We will not use such information in a form that personally identifies you.
Respect the privacy of other users;
Not engage in unauthorized collection of users' content or information, and/ or not otherwise access the Service by automated means (including, but not limited to, so-called bots or scrapers) without an authorization from us;
Not reveal any personal data related to another individual, including, but not limited to, a person's address, phone number, e-mail address, credit card number or any information that may otherwise be used to track, contact or impersonate another individual;
Not utilize a username that is the name of another person and intending to impersonate that person; and
Not provide any false personal data to us or create any user account for anyone other than yourself without such person's permission.
Please be reminded that you must protect any passwords or other credentials associated with your account for the Service, and take full responsibility for any use of the account under your password.
You understand and agree that, where the Sourcing User either holds a Contest for Audio Producer(s) or commissions an Audio Production from certain Audio Producer(s) directly, both the Sourcing User's and Audio Producer(s)'s relationship is that of independent contractors. Our role is strictly limited to that of being a service provider making the platform and the associated Service available to our users. Nothing in these Terms may be construed as creating or constituting an employee-employer relationship, a partnership, a joint venture, a franchise, or an agency between you and the Service.
You shall be responsible for the collection and/or payment of any and all VAT, sales tax or other taxes which, if applicable from time to time, may be levied (in accordance with the laws that apply in your country of residence) in respect of your use of the Service and/or your License Grant, and which License Grant shall be subject to additional terms, conditions and restrictions of the associated Contest Rules or other such terms applicable to commissioning an Audio Production through the Service. You also acknowledge and agree that we are not responsible for withholding, collecting, reporting or paying any such taxes in respect to such License Grant or other Payments to User.
(i) The Service is Available "AS-IS"
For the purpose of this Section XV(i), the term "The Service" means the technology platform enabling the sourcing of music productions by Sourcing Users from Audio Producers. This Section XV(i) is in accordance with Sections III(b)(iv) and III(b)(v), and does not operate as a disclaimer for third party copyright infringement.
Your access to and use of the Service is at your own risk. You understand and agree that the Service is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, OUR AFFILIATES AND WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security, or reliability of the Service. We will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service. Moreover, you agree that we do not have responsibility or liability for the deletion of, or the failure to store or to transmit, any material or content and other communications maintained in the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Service or our representatives, will create any warranty not expressly made herein.
(ii) Links to Third Party Websites
The Service may contain links to websites owned and/or operated by third parties. Such links are provided for informational purposes only. We are not responsible for any such third party websites and do not have control over any materials or content made available therein. Our inclusion of a link to a third party website in the Service does not in any way imply our endorsement, advertising, or promotion of such websites or any materials or content made available therein. By accessing a third- party website you accept that we do not exercise any control over such websites or their content. We have no responsibility for your use of or access to any third-party website. We encourage you to familiarize yourself with the terms of service applicable to any third-party website you may access.
(iii) Limitation of Liability
This Section XV(iii) is in accordance with Sections III(b)(iv) and III(b)(v), and does not operate as a disclaimer for third party copyright infringement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUT EXCEPT WITH RESPECT TO ANY CLAIM COVERED BY SECTION III ABOVE, INCLUDING ANY CLAIM THAT THE SERVICE OR ANY AUDIO PRODUCTION INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF ANTICIPATED SAVINGS; ACCRUED BUT WASTED EXPENDITURE; COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES, LOSS OF GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (ii) ANY CONDUCT OR NON-INFRINGING CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY NON-INFRINGING CONTENT OBTAINED FROM THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF ANY MATERIAL OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN SOME JURISDICTIONS THE APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify and hold us harmless from any claim or demand, including attorneys' fees, made by any third party due to or arising out of your breach of these Terms, or your violation of any law or the rights of a third party. Nothing in these Terms shall be deemed to exclude or limit your liability in respect of any indemnity given by you under these Terms.
(v) Waiver and Severability
Our failure to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. In the event that any provision of these Terms is held to be invalid or unenforceable by a court or tribunal of competent jurisdiction for any reason, the remaining provisions of these Terms will remain in full force and effect.
(vi) Governing Law and Resolution of Disputes
The laws of Finland, without regard to or application of its conflict of law provisions, will govern these Terms and any claim, cause of action or dispute arising out of or relating to these Terms will be brought solely in the courts of Helsinki, Finland. You hereby consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
The Service is operated and provided by Audiodraft Ltd. If you have any questions about these Terms, please contact us at firstname.lastname@example.org.
We reserve the right to discontinue offering the Service or to modify the Service at any time in our sole discretion. Notwithstanding anything contained in these Terms to the contrary, we may also, in our sole discretion, terminate or suspend your access to the Service at any time. We will, however, inform you of major changes to the Service in advance.