TERMS OF USE

Last Modified: 04 February 2023

Welcome to Soundpickr! Protect music IP and collect music revenues from web3 environments (apps, games, metaverse) on behalf of music copyright owners (“Licensor(s)”) and audiovisual content creators (“Licensee(s)”). These Terms of Use govern your use of this website located at soundpickr.com, software, apps, and/or plug-ins (individually and collectively, the “Site“) made available by Soundpickr or its affiliates (“Soundpickr”, the “Company,” “we,” “us,” or “our”).

Acceptance and Update of Terms

Users (“you” or “your”) of the Site agree to and are bound by the terms and conditions set forth below and in any modified or additional terms that Soundpickr Ltd may publish from time to time (collectively, the “Terms of Use“ or the “Terms”). The Site is offered and available to users who are 18 years of age or older. If you do not agree to all of the terms and conditions contained in the Terms of Use or do not meet the age requirements, do not access or use this Site.

Soundpickr may change these Terms of Use from time to time. We reserve the right to review and amend any of these Terms at our sole discretion and update this page. Any change to these Terms will take effect immediately from the date of publication. Your continued access or use of the Site constitutes your acceptance of such changes. Even though you may not regularly visit the Site, your continued listing on or licensing from the Site constitutes a continued use of the Site which will be subject to the current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. Please regularly check the “Terms of Use“ link on the homepage of soundpickr.com to view the current terms. If you breach any of the Terms of Use, your licence to access or use this Site shall automatically terminate.

Services

Soundpickr is a blockchain-powered music synchronisation (“sync”) licensing & royalty collection platform to licence music for use in audiovisual media, such as video games, mobile apps, P2E applications, the metaverse, and other forms of web3 virtual environments. Virtual environment builders can access all music in the platform via API connection and pay on a stream-by-stream basis.

Our goal is to make the relationship between GameFi & music easy, transparent, and to pay rights owners quickly, powered by blockchain technology. For Licensors who own copyright in Music (as defined below), you can make your Music available for web3 reproduction by uploading it via the Site (via our bulk uploader, DDEX transfer, or CSV upload). By uploading your music, you agree to allow our GameFi network to reproduce your music based on our licence T&Cs and get paid for every play. Earnings will be distributed either in USDC (cryptocurrency via Solana network) or bank transfer according to the Licensor’s preferences. 

“Music” means any musical compositions, master recordings, and any other recordings containing sounds or a series of sounds, in all formats, now known or hereinafter developed.

Account and Registration

Anyone can browse our website without registering for an account. But you need an account to access certain features of the Site, such as uploading music, hosting a catalogue, accessing music for virtual environments, and data analytics dashboards.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorised access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

For users who login/ register with their crypto wallet (i.e. Phantom Wallet), by connecting their wallet accept Soundpickr’s terms of service.

We reserve the right at our discretion to disable and/or delete your account and remove your content, if you fail to comply with our Terms or may cause damage to our Site, infringe or violate the rights of any third party, or violate any laws or regulations.

Payment and Fees

While each payment is in US dollars by the Licensor, we support US dollars and various cryptocurrencies for transactions on the Site. It is recommended that you connect to an electronic wallet when you initially set up an account on the Site (currently support Phantom & MetaMask wallets. More options will be available in 2023).

We will charge and collect a transaction fee equal to ten percent (10%) of all residual revenues paid by the Licensees. Licence fees may be higher than the price set by the Licensor and may vary slightly based on the payment method Licensee chooses. For example, a licence fee paid by credit card may be higher than that paid by a non-custodial wallet, so that we could cover credit card transaction fees.

We reserve the right to change, modify or increase the transaction fees from time to time and we will use reasonable efforts to provide notice of such changes on our Site. You are deemed to have accepted the increased fees regardless of whether you have effectively read or understood said notification. Subject to applicable laws, we will not issue a refund or a credit for transaction fees collected.

Licensor Representations and Warranties

If you are a Licensor, you agree to the following:

For any image, footage, text, audio recordings, Music, or any other content that a Licensor uploads or posts to the Site (“Licensor Content”), Licensor represents and warrants that:

Licensor has all necessary rights to submit Licensor Content to the Site and grant the licences set forth herein; (ii) Soundpickr will not need to obtain licences from any third party or pay royalties to any third party with respect to Licensor Content; (iii) Licensor Content does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) Licensor Content complies with these Terms of Use and all applicable laws.

By uploading Licensor Content, Licensor grants Soundpickr a limited, worldwide, exclusive, licence and right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from Licensor Content for the purpose of allowing Licensor to edit and display Licensor Content using the Site and archiving or preserving Licensor Content for disputes, legal proceedings, or investigations. The above licences will continue unless and until Licensor removes Licensor Content from the Site, in which case the licences will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the licence for legal archival/preservation purposes will continue indefinitely and any Licensor Content licensed to a Licensee shall continue to be governed under the applicable Agreement between Licensor and Licensee.

Licensor grants Soundpickr a limited, worldwide, exclusive, appointment as exclusive agent to track authorised & unauthorised usage of the catalogue in metaverses, games, web3 apps (and through all web3 environments now known or hereafter created). Reports of this usage will be available on our Site and a link to the relevant on-chain data report will be available on the Licensor’s data dasboard. 

Licensor agrees to licence the Licensor Content to Licensees under the terms and conditions set in your user account and found in Soundpickr’s standard synchronisation agreements, as amended from time to time without notice to Licensor, or otherwise under the terms and conditions in any other synchronisation agreement as may be executed between the parties.

Licensor agrees that Soundpickr may discount the Licensor Content for promotional purposes at Soundpickr’s discretion, but only to the extent that such discount shall be on a Most Favoured Nations basis with all other Music or other content used in any given promotion. “Most Favoured Nations” shall be determined in Soundpickr’s sole discretion as either the same percentage discount according to the licence fee price set in Licensor’s user account or the same absolute fee across all Music or other content used in any given promotion.

Licensor may not upload, post, or transmit any video, image, text, audio recording, Music, or other content that:

Infringes any third party’s copyrights or other intellectual property rights or any right of publicity or privacy;

Contains any pornographic, defamatory, or otherwise unlawful or immoral content.

Exploits minors;

Depicts unlawful or violent acts;

Depicts animal cruelty or violence towards animals;

Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or

Violates any law, statute, or regulation.

Licensor understands and acknowledges that all Licensor Content will be permanently saved at a designated InterPlanetary File System (“IPFS”) or similar protocol and peer-to- peer network which stores and shares data in a distributed file system. For the avoidance of doubt, although Licensor will have the ability to remove Licensor Content from our Site, metadata from Licensor Content will remain stored on IPFS indefinitely.

On a metaverse-by-metaverse and game-by-game basis, Licensor has the right to notify Soundpickr what catalogue is included in Soundpickr’s player and payment system, what related artwork and rightsholder information will be available, and what licence period/fee will apply to usage of their catalogue.

Licensee Representations and Warranties

If you are a Licensee, you agree to the following:

You may not use any Licensor Content for any purpose without first obtaining a licence to use such Licensor Content. You can obtain a licence by connecting our public music API to your environment, and integrating your card, or wallet to our payments system. Any use of Licensor Content by you shall be governed by the applicable licence agreement separately entered into between you and Licensor upon purchase of your licence. Displaying and/or distributing to the public any watermarked or unlicensed Licensor Content (whether incorporated into a derivative work or alone) constitutes copyright infringement.

No Licensor Content is owned, administered, represented or otherwise managed by Soundpickr. Items are uploaded at the direction of the Licensor. Soundpickr cannot take responsibility for the quality, safety or legality of the Licensor Content and assumes no liability whatsoever for any claim that arises from the use of the Licensor Content.

Though the Soundpickr Site and licences live on the Solana blockchain, a Licensee’s may be hosted / built / run on another blockchain.

Infringement Claims/DMCA Notices

Soundpickr respects the intellectual property of others, and we ask our users to do the same. If you believe that your intellectual property rights have been violated in any way, please notify us immediately. Pursuant to the Digital Millennium Copyright Act (“DMCA”), you may email us the DMCA Takedown Request with the following information:

an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that you claim has been infringed;

a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.

Intellectual Property; Limited License to Users

Subject to your compliance with these Terms of Use, any applicable licence agreement with Soundpickr, and the law, you may access and use the Site. Soundpickr remains the sole owner of all right, title, and interest in the Site and reserves all rights not expressly granted under these Terms of Use. Soundpickr may modify, replace, or discontinue the Site or any part thereof at any time, for any reason, with or without notice, in Soundpickr’s sole discretion. Soundpickr provides the Site on an “as is“ and “as available“ basis.

Excluding Licensor Content as defined herein, all content on this Site, including but not limited to images, footage, music, and related metadata (collectively the “Soundpickr Content“), as well as the selection and arrangement of the Soundpickr Content, are protected by copyright, trademark, patent, trade secret and other intellectual property laws and treaties. Any unauthorised use of any Soundpickr Content violates such laws and this Terms of Use. Except as expressly provided herein or in a separate licence agreement between you and Soundpickr, Soundpickr does not grant any express or implied permission to use the Site or any Soundpickr Content. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, unlawfully licence, sublicense or reverse engineer the Site or any Soundpickr Content. In addition, you agree not to use any data mining, robots or similar data and/or image gathering and extraction methods in connection with the Site or Soundpickr Content.

Unless you enter into a licence agreement with Soundpickr you may not download, distribute, display and/or copy any Soundpickr Content.

You may not remove any watermarks or copyright notices contained in the Soundpickr Content.

Soundpickr Trademarks

For the purposes of these Terms of Use, the term, “Trademark(s)“ means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Soundpickr.

Nothing contained herein grants or shall be construed to grant you any rights to use any Soundpickr Trademark, unless expressly conferred by these Terms of Use.

You agree that you will not use Soundpickr’s Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or Soundpickr.

You agree that you will not contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of Soundpickr Trademarks or the Trademark rights claimed by Soundpickr.

You agree that you will not use any Soundpickr Trademark or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data.

You may not at any time, adopt or use, without Soundpickr’s prior written consent any word or mark which is similar to or likely to be confused with Soundpick’s Trademarks.

The look and feel of the Soundpickr website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of Soundpickr and may not be copied, imitated or used, in whole or in part, without the prior written consent of Soundpickr.

All other trademarks, product names, and company names or logos used or appearing on the Soundpickr website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Soundpickr, unless expressly so stated.

You may not use a Soundpickr trademark, logo, image or other proprietary graphic of Soundpickr to link to the Soundpickr website without the prior written consent of Soundpickr.

You may not frame or hotlink to the Soundpickr website or any Image without the prior written consent of Soundpickr.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

In any way that violates any applicable local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from England & Wales or other countries).

For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the standards set out in these Terms of Use.

To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

To impersonate or attempt to impersonate Soundpickr, a Soundpickr employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Soundpickr or users of the Site, or expose them to liability.

Additionally, you agree not to:

Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.

Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.

Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorised in these Terms of Use, without our prior written consent.

Use any device, software, or routine that interferes with the proper working of the Site.

Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

Attempt to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.

Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.

Otherwise attempt to interfere with the proper working of the site.

Restriction and Termination of Use

Soundpickr may block, restrict, disable, suspend or terminate your access to all or part of the Site and/or Soundpickr Content at any time in Soundpickr’s discretion, without prior notice or liability to you. Any conduct by you that, in Soundpickr’s sole discretion, restricts or inhibits any other person or entity from using or enjoying the Site is strictly prohibited and may result in the termination of your access to the Site without further notice.

Links to Third Party Sites

In the event that the Site is available through any third-party platform, or if Soundpickr provides links from the Site to any third-party platform or permits any third party to link from its platform to the Site, you understand and agree that Soundpickr makes no warranty of any kind, express or implied, and accepts no responsibility for any content or practices of such third parties or their platforms. Such platforms are not under the control of Soundpickr, and Soundpickr provides and/or permits these links only as a convenience to you. The inclusion of any link does not imply affiliation, endorsement, or adoption by Soundpickr.

Information You Provide

Soundpickr (or third parties acting on its behalf) may collect information related to your use of the Site. Third-party platforms through which you access the Site may collect information related to your use of such third-party platforms and make such information available to Soundpickr subject to your agreement with the applicable third-party platform. Soundpickr’s collection and use of all such information shall at all times conform to this Terms of Use, the Soundpickr Privacy Policy, and applicable law.

Soundpickr will use and protect your personal information, such as your name and address, in accordance with the Soundpickr Privacy Policy, the contents of which are incorporated by reference into these Terms of Use.

Warranties and Disclaimers

Your use of the Site is at your own risk. The Site is provided by Soundpickr under these terms of use “as is“ without warranty of any kind, either express, implied, statutory or otherwise. Soundpickr expressly disclaims any and all warranties of any kind, whether express or implied, to each and any service available from the Site, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Soundpickr makes no warranty that: (i) the Site will meet your requirements; (ii) access to the Site will be uninterrupted; (iii) the quality of the Site will meet your expectations; and (iv) any errors or defects in the site, services or materials will be corrected. Soundpickr makes no representations or warranties that the Site will be permitted in your jurisdiction, that any of Licensor Content submitted by you will be available through the Site or will be stored by the Site, that the Site will meet your needs, or that Soundpickr will continue to support any particular feature of the Site. To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Site, and no warranties shall apply after such period.

You understand that we cannot and do not guarantee or warrant that files downloaded from the internet or the site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data to the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or any services or items obtained through the Site or to your downloading of any material posted on it, or on any website linked to it.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all of the information you provide on the Site is correct, current, and complete. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorised access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or personal information. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Soundpickr is a platform. The services are an administrative platform only. Soundpickr facilitates transactions between the Licensor and Licensee and is not a party to any agreement between the Licensor and licensee or between any users.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SOUNDPICKR, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) $100 OR (B) THE AMOUNT OF TRANSACTION FEES RECEIVED BY Soundpickr FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Risks of Blockchain Technology

Soundpickr uses blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, and distributed, decentralised or peer-to-peer networks or systems. You acknowledge and agree that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and application of existing law thereto.

The technology utilised in operating the Site depends on public peer-to-peer networks that are not under the control or influence of Soundpickr and are subject to many risks and uncertainties. Such technologies include Solana, which Soundpickr may have limited or no ability to change, other than ceasing to support certain “smart contracts” and adding support for new “smart contracts”. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate.

Soundpickr depends on smart contracts, some of which may be coded or deployed by persons other than Soundpickr. Once deployed, the code of the smart contracts cannot be modified. In the event that the smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, you may be exposed to a risk of loss of the Licensor Content. Soundpickr assumes no liability or responsibility for any of the foregoing matters, excepts as otherwise expressly provided by these Terms of Use or required by applicable law.

Blockchain technologies are subject to many legal and regulatory uncertainties, and Soundpickr could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of you to continue to use and enjoy the Site.

Indemnification

You agree to defend, indemnify and hold harmless Soundpickr, its subsidiaries, affiliates, licensors, employees, agents, third party information providers, Submitters and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your conduct, your use or inability to use Site, your breach or alleged breach of the Website Terms of Use or of any representation or warranty contained herein, your unauthorised use of the Soundpickr Content, or your violation of any rights of another.

Miscellaneous

Soundpickr shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Soundpickr, such action is necessary or desirable.

These Terms of Use are governed by and shall be construed in accordance with the laws of England & Wales, without respect to its conflict of laws principles.

In the event of any conflict between these Terms of Use and any licence agreement you enter with Soundpickr, the terms of such licence agreement shall control.

These Terms of Use shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Terms of Use shall not affect the validity or enforceability of the balance hereof.