Voisey End User Licence Agreement (EULA)
Last updated: November 2019
- This Voisey mobile software application ("App") has been developed and is operated by Voisey Entertainment Limited with a registered office at The Broadgate Tower Third Floor, 20 Primrose Street, London, United Kingdom, EC2A 2RS ("Voisey", "we", "us" or "our").
- This End User Licence Agreement ("Agreement") is a legal agreement between you, the user ("you" or "your"), and Voisey governing your use of the App and any content, tools, help documentation and all services under the control of Voisey that are operated in connection with the App, including, but not limited to, your use of the Voisey website (the "Site") (collectively, the "Services"). Use of the Services, which includes accessing, browsing, or registering to use this App, is subject to the terms of this Agreement.
- By installing the App and selecting 'Accept' in the electronic version of this Agreement, you hereby accept the terms of this Agreement as set out below and updated from time to time in accordance with section 14. You agree that you intend your act to serve as an electronic signature of this Agreement with the same force and effect as a manual signature. Please do not install the App, use the Services or select 'Accept' in the electronic version of this Agreement if you do not agree to be bound by these terms.
2. App Description
- The App allows users to capture and create videos incorporating text, filters, sound recordings and the musical works embodied therein, either individually or in collaboration with other users, ("User Content"), and to upload and make available User Content through the Services and select social media platforms linked within the Services ("Sharing Functionality"). You may use the Services without registering, but the features available to you will be limited until you create an account with us using either your email address, Facebook account or Google account.
- You may upload locally stored original sound recordings or 'beats' you created, including those created in your capacity as a composer or author of a musical work ("Creator"), through the Services for incorporation in User Content ("Backing Tracks"). The Services also provide you with access to beats, backing tracks, recorded audio, sound effects, filters and video material ("App Content") for incorporation in User Content. User Content or Backing Tracks uploaded through the Services may be used by other users for incorporation in their own videos ("Secondary User Content"). For the avoidance of doubt, Secondary User Content is also User Content for the purposes of this Agreement.
- App Content and the Services are provided by Voisey or in collaboration with our third party partners listed in section 22 ("Voisey Partners").
3. Platform Access
- The App may be used with Apple iOS and Google Android smartphones and operating systems ("Device(s)"), but may not be compatible with all operating system versions. Your use of the App and the Services is subject to the end user licence agreement of the Device ("Device EULA") through which you access the App and the Services. It is your responsibility to ensure that you are in compliance with the relevant Device EULA. If you download or stream the App onto any phone or other Device not owned by you, you must have the owner's permission to do so.
- Your use of the App and the Services may vary in functionality, availability and quality depending on the type of Device and operating system you use. It is your responsibility to ensure that you are able to comply with the relevant system requirements required to access the App.
- We accept no responsibility for any lack of functionality that is due to your equipment (including your Device, internet connection, operating system or settings and software). Access to parts or all of the App and the Services may be restricted from time to time to allow for repairs, maintenance or updating. We reserve the right to withdraw, take down or amend all or part of the App at any time.
- It is your responsibility to pay for all costs and expenses (including all telephone call or line charges or internet service data access charges) that you may incur when using the App or the Services.
4. Copyright and Ownership
- "Intellectual Property Rights" mean all intellectual property rights of whatever nature which subsist or will subsist now or in the future anywhere in the world including, without limitation: (i) all rights in works of authorship, copyrightable works, registered and unregistered copyrights, database rights, algorithms and data collections, and registrations and applications for registration thereof; (ii) all rights in registered and unregistered trade marks, service marks, trade names, corporate names, logos, plans and drawings, trade dress, designs, packaging, Internet domain names, and registrations and applications for registration thereof, together with all goodwill associated therewith; (iii) all rights relating to the protection of computer software (in both source code and object code form); (iv) all rights relating to the protection of business and trade secrets, know-how and proprietary and confidential information; (v) all copies and tangible embodiments of any of the foregoing in whatever form or media; (vi) all rights to obtain renewals, reissues, re-examinations, continuations, continuations-in-part, divisions or other extensions of legal protections pertaining thereto; and (vii) any right analogous to those set forth in this definition.
- Voisey owns and will retain all title, ownership rights and Intellectual Property Rights in and to the App, the Services and App Content generated and provided by Voisey. The Voisey Partners retain all title, ownership rights and Intellectual Property Rights in and to the App Content generated and provided by the Voisey Partners.
- You, whether in your capacity as a Creator or otherwise, will retain the copyright in the Backing Tracks you have uploaded through the Services. You, and/or the third party that has given you an encompassing permission to upload the User Content and/or Backing Tracks, own and retain all title, ownership rights and Intellectual Property Rights, subject to the licences granted in section 5.5 below, in User Content and Backing Tracks uploaded through the Services by you.
- Voisey utilises a third party filtering technology ("Filter") whereby any Backing Tracks and User Content uploaded through the Services are scanned against a database of registered content. Any Backing Tracks and User Content so uploaded which match with registered content will not be made available through the Services. Users may appeal a decision made by the Filter by contacting Voisey directly at email@example.com, and Voisey will determine in its sole discretion and on a case by case basis whether the Backing Track or User Content so uploaded may be made available through the Services .
5. Grant of Licence
This App and the Services are licensed by Voisey for your use subject to the terms of this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any Intellectual Property Rights or other right, title, or interest in or to the App and the Services. Voisey reserves all rights not expressly granted to you.
In consideration of and subject to your ongoing compliance with this Agreement, Voisey grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to (i) use one copy of the App per Device you own or control for your personal, non-commercial use in accordance with all applicable laws; and (ii) receive and use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as we may provide to you. Any exploitation exceeding the scope of this grant of licence must be pre-authorised by Voisey.
The App and the Services may include or incorporate third party software components that are generally available free of charge under licences granting recipients broad rights to copy, modify, and distribute such components ("Open Source Components"). Although the App and the Services are provided to you subject to the terms of this Agreement, nothing in this Agreement will be deemed to prevent, restrict, or otherwise prevent or restrict you from obtaining such Open Source Components under the applicable third party licences or to limit your use of such Open Source Components thereunder.
Through the App and the Services Voisey will provide you with access to technology and App Content generated by the Voisey Partners. The Voisey Partners have developed a range of software developer kits for the purpose of processing digital audio signals. Voisey has through separate licence agreements with the Voisey Partners acquired the right to exploit this technology. An overview of other third parties who provide Voisey with different services and access to their technology on the basis of licensing agreements is accessible in the Services.
When you upload User Content and/or Backing Tracks through the Services, you grant:
- to us, an unconditional, irrevocable, non-exclusive, fully transferable, sub-licensable, royalty-free, perpetual, worldwide licence to use, publish, transmit, modify, adapt, display, perform, make derivative works of, reproduce and distribute your User Content and/or Backing Tracks in any format, on any platform (either now known or hereinafter invented) and for any purpose (including for the provision of the Service and our business, including without limitation for promoting and redistributing any or all of the Services);
- to us, a royalty-free licence to use your username, voice, image, and likeness to identify you as the provider of any of your User Content and/or Backing Tracks;
- to other users, a personal, unconditional, irrevocable, non-exclusive, royalty-free, perpetual, worldwide licence to view, access, download, use, publish, transmit, modify, adapt, display, perform, make derivative works of, reproduce and distribute your User Content and/or Backing Tracks in any format, either within the Services or through the Sharing Functionality, solely for non-commercial and non-professional purposes.
You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content and/or Backing Tracks, 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 and/or Backing Tracks you upload through the Services. You may remove your User Content and/or Backing Tracks from the App at any time, but you hereby grant us the right to keep your User Content and/or Backing Tracks hidden on the Services as long as there are users that have made use of, or are using your User Content and/or Backing Tracks and have created Secondary User Content.
Where possible and upon written request from and at the sole cost of the requestor, Voisey may, in its sole discretion, facilitate contact between users and Creators for the purposes of agreeing licences for use of the User Content and/or Backing Tracks for uses other than permitted by the licence granted in clause 5.5.3. Any such agreements will strictly be between the users and Creators, as applicable, and Voisey will have no responsibility and accepts no liability in relation to any such additional agreements.
The App is supported by third-party advertisers, sponsors and brand partners whose advertisements, branding and promotional content may appear in the App (the "Promotional Content"). Other users are not required to pay to use your User Content and Backing Tracks. By uploading User Content and/or Backing Tracks through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to the User Content and/or Backing Tracks. You acknowledge that your User Content and/or Backing Tracks may appear alongside the Promotional Content and/or in Secondary User Content, and that you have no rights to receive any income or other consideration from the use of your User Content and/or Backing Tracks uploaded through the Services. You will have no right to share in any revenue, goodwill or value generated by Voisey from its exploitation of the App or the Services.
If you are a Creator affiliated with performing rights organizations, labels and agencies ("Affiliates"), you are responsible for notifying the Affiliates of the royalty-free licences you have granted us and other users, and for complying with any relevant reporting obligations to the Affiliates. You are solely responsible for ensuring that your use of the App and the Services is in compliance with any contract you may have with any Affiliate. 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 licences set forth in this Agreement, or have such music publisher enter into an agreement with us. Just because you authored a musical work does not mean that you have the right to grant the licences set out in this Agreement. You acknowledge that you will have no right to receive any income or other consideration from the use of your Backing Tracks uploaded through the Services. Nothing in this Agreement authorises you to use any aspect of any musical work or sound and video recording in a manner that is not expressly permitted by this Agreement.
6. Takedown Procedure
- If your Backing Track was uploaded to the Services, or if any User Content or Secondary User Content uses your copyright protected work without your authorisation, you may submit to us a notice of copyright infringement at firstname.lastname@example.org (a "Submission"). Please consider whether any fair use exceptions may apply when making a Submission. Submissions should only be made by the copyright owner or an agent authorised to act on their behalf. We will take reasonable steps to remove infringing content from the Services that we become aware of. In appropriate circumstances and at our discretion, we reserve the right to disable or terminate the accounts of users of the Services who repeatedly infringe the copyright or intellectual property rights of others.
- Your Submission should identify the copyrighted work claimed to be infringed; the Backing Track, User Content or Secondary User Content that you are claiming is infringing, and its location within the App or the Site; your contact information; a statement that the information you have provided is accurate, that you are authorised to act on behalf of the copyright owner, and that you have a good-faith belief the use of the Backing Track, User Content or Secondary User Content infringes the rights of the copyright owner; and the physical or electronic signature of the copyright owner or an agent authorised to act on their behalf.
7. Restrictions on Use
- You agree that you will not use this App or the Services, directly or indirectly, to:
- upload, post, download, email, transmit, store or otherwise make available any:
- content that would damage the reputation of Voisey or is libellous, defamatory, slanderous, offensive, harmful, tortious, obscene, pornographic, hateful, inflammatory, invasive of another's privacy, or otherwise objectionable;
- content that violates or breaches the Intellectual Property Rights of a third party or violates or breaches any applicable law, rule or regulation;
- unauthorized email messages, comments, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements; and
- material that contains viruses or any other malicious computer code, files or programs designed to harm, interfere or limit the normal operation of the App or the Services (or any part thereof), or any other computer software or hardware;
- perform any fraudulent activity, including pretending to be someone you are not, misrepresenting who you are or your age, sending data from another person's App or account, harming another person, or otherwise misrepresenting your affiliation with any person, including a minor, and Voisey reserves the right to reject or block any Device or email address which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person's name or identity;
- use any Backing Tracks or User Content, other than your Backing Tracks or User Content, in anyway to create a competitor service which replicates any part of the Services;
- engage in any copyright infringement or other intellectual property infringement, including, but not limited to, adapting, copying, republishing, making available or otherwise communicating to the public, displaying, performing, transferring, sharing, distributing or otherwise using or exploiting any Backing Tracks or User Content (including uploading any Backing Tracks or User Content which you do not have the right to upload),unless it is your Backing Track or User Content or is permitted pursuant to the terms of this Agreement;
- engage in any activity (including, but not limited to, the use of bots, scripts, apps, plugins and extensions) to misrepresent the popularity of your Backing Tracks or User Content;
- disclose any trade secret or confidential information in violation of a employment or nondisclosure agreement;
- interfere with or disrupt the App or our provision of the Services (including accessing the App through any automated means, like scripts or web crawlers), or any servers or networks connected to the App or the Site, or any policies, requirements or regulations of networks connected to the App or the Services (including any unauthorized access to, use or monitoring of data or traffic thereon);
- reverse engineer, decompile or disassemble the App or the Services or otherwise attempt to obtain its source code;
- copy, rip or capture any Backing Tracks or User Content other than by the means permitted through the Services or the Sharing Functionality;
- gather and store personal information on other users;
- violate, circumvent or attempt to violate or circumvent any data security measures incorporated in the Services;
- violate the rights of a third party, including by infringing or misappropriating any third party Intellectual Property Rights, or violating any third party privacy right;
- stalk, exploit, threaten, abuse or otherwise harass another user or any Voisey employee;
- engage, encourage, induce, solicit or promote any conduct that would constitute a criminal offence, give rise to civil liability or violate any applicable law, rule or regulation;
- remove or alter any copyright, trademark or other proprietary notice contained in the App or the Services;
- use, copy, reproduce, modify, translate, or create derivative works, adaptations or compilations of, or based on, the App or part thereof, other than as expressly permitted in this Agreement;
- allow any other person to use or access the Services from your Device, unless such person explicitly agrees to be bound by the terms of this Agreement, or access or attempt to Access the Services from another person's Device;
- assign, sublicense, lease, sell, share, loan, rent, modify, distribute, grant a security interest in, or otherwise make the App or the Services available, or transfer the access granted under this Agreement or any right or ability to view, access, or use the App or the Services through the internet or other distribution network without the prior written consent of Voisey; or
- attempt to do any of the acts described in this section 7.1, or assist, encourage, or permit any person in engaging in any of the acts described in this section 7.1.
- upload, post, download, email, transmit, store or otherwise make available any:
- You agree to comply with the above restrictions at any and all times during your use of the Services. You acknowledge and agree that Voisey has the right, in its sole discretion, to terminate your access to the Services or take such other action as we see fit if you violate any of the above restrictions or any other terms of this Agreement.
- You represent and warrant that:
- you own the Intellectual Property Rights in the Backing Tracks and User Content you upload or create through the Services, and that any Backing Tracks or User Content are original works by you, or that you have received all the necessary permissions, clearances and authorisations from the owners of any part of the Backing Tracks and User Content you upload through the Services to grant the licences set out at section 5 and to transmit the Backing Tracks and User Content from the App to other platforms (including third party platforms) through the Sharing Functionality;
- your Backing Tracks and User Content, as made available through the Services and the Sharing Functionality, do not and will not infringe or violate the rights of any third party, including, but not limited to, any Intellectual Property Rights, rights of privacy or publicity, or rights in confidential information;
- you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in your User Content to be able to include their name, voice, performance or likeness in your User Content and to make it available through the Services and Sharing Functionality;
- your User Content and any comments that you may make on the App or Site, or through the Sharing Functionality, are not and will not be libellous, defamatory, slanderous, offensive, harmful, tortious, obscene, pornographic, hateful, inflammatory, invasive of another's privacy, or otherwise objectionable;
- your Backing Tracks and User Content do not and will not create any liability for Voisey, our affiliates, successors and assigns and any of our or their employees, agents, directors and officers.
- you are at least 16 years old, or you have reviewed the terms of this Agreement with your parent or legal guardian and have obtained your parent or legal guardian's permission to use the App and the Services;
- the registered details you provided when installing the App are correct, and that you will update them as necessary; and
- you have reviewed the terms of this Agreement carefully.
- Voisey reserves the right to remove your Backing Tracks or User Content, to suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of your Backing Tracks or User Content breaches the above representations and warranties, otherwise infringes another person's rights or violates any applicable law, rule or regulation.
- This Agreement is effective until terminated by you or Voisey.
- Your rights under this licence will terminate automatically without notice from Voisey if you fail to comply with any terms of this Agreement. Upon termination of the Agreement, you shall cease all use of the App and the Services, and delete and uninstall all copies, full or partial, of the App. You agree that your failure to comply with this Agreement will constitute immediate, irreparable harm to Voisey and its licensors for which monetary damages would be an inadequate remedy and that, to the extent permitted under applicable law, Voisey will be entitled to equitable relief.
- You acknowledge and agree that Voisey may, in its sole discretion, terminate this Agreement and your access to the App and the Services at any time for any reason or no reason. Upon the termination of this Agreement for any reason, Voisey may, at its option, delete any personal and/or non-personal data you submitted through this App or provided via the Service except where Voisey is otherwise required to retain it by law. Upon termination of this Agreement, you shall, at your own responsibility and expense, immediately delete or destroy the App and all related content from your Devices.
- You may terminate this Agreement at any time by contacting customer service at email@example.com.
10. Personal Data
11. Limitation of Liability
- To the furthest extent permitted by applicable laws, we will not be liable to you for any indirect, incidental, consequential, special, exemplary or punitive damages, including for lost revenues, profits, savings, data or goodwill, loss of data, business interruption, or any other commercial damages or losses, arising out of or in connection with your use of or inability to use the App or Services in connection with any content, products and services made available through the App or Services, whether or not advised of the possibility of such damages or losses and regardless of the theory of liability (contract, tort, or otherwise). If any such limitations are held by a court of competent jurisdiction to be contrary to law such provision will be changed, interpreted or severed to best accomplish the objectives of this Agreement.
- We do not exclude or limit our liability for death or personal injury caused by our negligence and any other loss or damage which cannot be excluded or limited by law.
You agree to compensate, defend and keep us fully indemnified against any losses, damages, claims or legal proceedings brought against us by any person as a result of your breach of any term of this Agreement.
- The App and Services are provided "AS IS", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, accuracy, quiet enjoyment, lack of viruses, non-infringement of third party rights, and any warranty arising out of course of dealing, usage, or trade and non-infringement. In no event shall the authors or copyright holders of the App be liable for any claim, damages or other liability, whether in an action of contract, or otherwise, arising from, out of or in connection with the App, the Services or the use or other dealings in the App.
- Voisey does not warrant against interference with your use or enjoyment of the App or the Services or that functions contained in the App will meet your requirements, that the operation of the App and provision of the Services will be uninterrupted, secure, or error-free, or that defects in the App will be corrected.
- You expressly acknowledge and agree that your use of the App and Services is at your sole risk and that your installation of this App may affect the usability of third party apps.
- We may need to change these terms to reflect changes in law or industry best practice, to introduce additional products or features, change the way we structure our products and services, to help improve the security and operation of our technical infrastructure or to reorganise the way we structure or run our business. We provide our App and Services on an ongoing basis and we cannot foresee what may change in the future. This means that we may need to make changes for reasons other than those set out in this section.
- If we make changes to the terms of this Agreement, the next time you start the App you will be prompted to accept the amended terms. Please do not continue to use the App or the Services, or accept the amended terms of this Agreement if you do not agree to be bound by the changes to their terms. Please do not continue to use the App or the Services or select 'Accept' in the electronic version of the amended Agreement if you do not agree to be bound by the amended terms.
15. Back Up
We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the Services.
16. Assignment and Sub-Licence
We can assign, sub-contract and otherwise transfer any or all of our rights and obligations under this Agreement to any company, firm or person. You may not transfer your rights or obligations under this Agreement to anyone else.
Any delay by us in exercising our rights under this Agreement shall not constitute a waiver for any reason or for any purposes unless expressly agreed otherwise in writing.
Should any provision or part-provision of this Agreement be or become invalid, illegal or unenforceable, it shall be deemed deleted from this Agreement.
19. Entire Agreement
Except as otherwise expressly stated, this Agreement contains the entire agreement between us and you relating to use of the App and the Services and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between us and you relating to use of the App and the Services.
20. Third Parties
This Agreement is not intended to, nor shall it, create any rights, entitlements, claims or benefits enforceable by any person who is not party to it. Accordingly, no person shall derive any benefit or have any right, entitlement or claim in relation to this agreement by virtue of the Contract (Rights of Third Parties) Act 1999.
21. Governing Law and Jurisdiction
- This Agreement and all matters or issues in relation thereto shall be governed by the laws of the England and Wales, and the parties submit to the exclusive jurisdiction of the English Courts.
22. Third Party Partners:
Antares Audio Technologies LLC
Zplane.development GmbH & Co. KG
If you have any questions or comments about these terms, please contact us at: firstname.lastname@example.org.