SoundOut @ Web Summit

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Terms and Conditions

These Terms and Conditions govern your use of the SoundOut website (the "Website") and your relationship with Slicethepie Limited, a limited liability company registered in England and Wales under number 5783339 whose registered office is at Park Court, Brimpton, RG7 4ST (the "Company", "we" or "us"). Please read them carefully as they affect your rights and liabilities under the law. If you do not agree to these Terms and Conditions, please do not register for or use the Website. If you have any questions on the Terms and Conditions, please contact legal@soundout.com.

  1. Use of the Website
    1. 1.1 The Website is provided to you for your personal use subject to these Terms and Conditions. By using the Website you agree to be bound by these Terms and Conditions.
    2. 1.2 In addition to these Terms and Conditions there are terms and conditions that apply to specific areas of the Website and you will be asked to review and agree to before accessing those areas of the Website or ordering services provided in those areas of the Website.
  2. Amendments

    We may update these Terms and Conditions (or any other terms and conditions relevant to specific areas of the Website) from time to time for legal or regulatory reasons or to allow the proper operation of the Website. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on the Website. The changes will apply to the use of the Website after we have given notice. If you do not wish to accept the new Terms and Conditions you should not continue to use the Website. If you continue to use the Website after the date on which the change comes into effect, your use of the Website indicates your agreement to be bound by the new Terms and Conditions.

  3. Registration
    1. 3.1 If asked to register for any part of the Website, you must ensure that the details provided by you on registration or at any time are correct and complete.
    2. 3.2 You must inform us immediately of any changes to the information that you provided when registering by updating your personal details in order that we can communicate with you effectively.
  4. Password and security
    1. 4.1 If you register to use the Website you will be asked to create a password. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password you should notify us by contacting membership@soundout.com immediately.
    2. 4.2 If the Company has reason to believe that there is likely to be a breach of security or misuse of the Website, we may require you to change your password or we may suspend your account.
  5. Intellectual property
    1. 5.1 The content of the Website (which shall be defined as including without limitation the look and feel and design of the Website, underlying non generic computer programmes, and all other content appearing on the Website together with any and all materials uploaded onto the Website by third parties other than the Company) is protected by copyright, design right, trade marks, database right and other intellectual property rights. You may solely for your own personal, non-commercial use:
      1. 5.1.1 retrieve and display the content of the Website on a computer screen;
      2. 5.1.2 store such content in electronic form (but not on any server or other storage device connected to a network); or
      3. 5.1.3 (where applicable) print one copy of such content provided in each case you keep intact all and any copyright and proprietary notices.
    2. 5.2 You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the Website Content without written permission from the Company or any third party owner of content as applicable.
  6. Your use of the Website
    1. 6.1 You may not use the Website for any of the following purposes:
      1. 6.1.1 disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws;
      2. 6.1.2 transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any applicable laws, regulations or code of practice;
      3. 6.1.3 interfering with any other person's use or enjoyment of the Website; or
      4. 6.1.4 making, transmitting or storing copies of any materials protected by copyright (and including without limitation materials referred to in clause 6 above) without the permission of either us or the owner of such materials.
    2. 6.2 You will be responsible for our damages, losses and costs resulting from your breach of this clause 7.
  7. Availability of the Website
    1. 7.1 Although we aim to offer you the best service possible, we make no promise that the services at the Website will meet your requirements. We cannot guarantee that the service will be fault-free. If a fault occurs in the service you should report it to info@soundout.com and we will attempt to correct the fault as soon as we reasonably can.
    2. 7.2 Your access to the Website may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.
  8. The Company's right to suspend or cancel your registration
    1. 8.1 We may suspend or cancel your registration immediately at our reasonable discretion or if you breach any of your obligations under these Terms and Conditions (or any other terms and conditions relating to any specific area of the Website).
    2. 8.2 You can cancel your registration at any time by informing us in writing at membership@soundout.com. If you do so, you must stop using the Website.
    3. 8.3 The suspension or cancellation of your registration and your right to use the Website shall not affect either party's statutory rights or liabilities.
  9. Third Party Websites

    As a convenience to customers, the Website includes links to other web sites or material which are beyond its control. The Company is not responsible for content on any site outside the Website.

  10. Advertising and Sponsorship

    Part of the Website may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website complies with relevant laws and codes. We will not be responsible to you for any error or inaccuracy in advertising and sponsorship material.

  11. Applicable Law

    These terms and conditions will be subject to the laws of England and Wales. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and you want to take court proceedings, you must do so within the United Kingdom.

  12. Miscellaneous
    1. 12.1 You may not transfer any of your rights under these Terms and Conditions to any other person. We may transfer our rights under these Terms and Conditions to another business where we reasonably believe your rights will not be affected.
    2. 12.2 If you breach these Terms and Conditions and the Company chooses to ignore this, the Company will still be entitled to use its rights and remedies at a later date or in any other situation where you breach the Terms and Conditions.
    3. 12.3 The Company shall not be responsible for any breach of these Terms and Conditions caused by circumstances beyond its reasonable control.
    4. 12.4 The Website is owned and operated by Slicethepie Limited.
    5. 12.5 If you have any queries please contact legal@soundout.com.

Terms of Use

Terms and conditions for all users of the SoundOut service and website are set out below. By using the services provided via this website (the "Service") you are agreeing that these terms and conditions will govern your use of the SoundOut website (the "Service"), the Service and your relationship with SoundOut ("SoundOut") In these terms and conditions "you", "your", or "yours" shall mean either you as an individual or you on behalf of a partnership, corporate body or other legal entity who represents others whether as manager, agent, band member or otherwise and who is authorized by all such others to enter into this relationship with SoundOut. We may update these Terms and Conditions (or any other terms and conditions relevant to specific areas of the Website) from time to time for legal or regulatory reasons or to allow the proper operation of the Website. Any changes will be notified to you via the e-mail address provided by you on registration or via a suitable announcement on the Website. The changes will apply to the use of the Website after we have given notice. If you do not wish to accept the new Terms and Conditions you should not continue to use the Website. If you continue to use the Website after the date on which the change comes into effect, your use of the Website indicates your agreement to be bound by the new Terms and Conditions.

SoundOut Service

Once you have paid the report purchase price, as set out at www.soundout.com, you are permitted to upload to the Website one or more recordings of different songs (depending upon how many track reports you have purchased) (the "Tracks") featuring the performances of an individual artist or a group of performing and recording artists (the "Artist") of which you are either a member and/or which you warrant you represent and are entitled to make available.

We operate a secure payment system via Datacash Plc. Use of the Datacash Plc payment system involves acceptance of Datacash's terms and conditions.

You warrant to us that you are the owner of the copyright in the recordings of the Tracks and of the songs on those recordings and are the performer of those songs or where you are not you warrant you have all right and authority from the owners of the copyright and of all performers and other third parties rendering services in connection with the Tracks to upload the Tracks. You confirm and agree that in consideration of the Service to be provided to you the Tracks may be uploaded to be streamed on the Website for purposes of review by a minimum of 30 separate reviewers and for the results of that review to be analyzed and used for the purpose of providing you with a market insight report on the relevant Track or Tracks. SoundOut may also use the data for general comparative analysis on an ongoing basis.

The songs on the Tracks must be new and original and previously unpublished and either owned by you or by a member of the Artist, or, if unpublished songs owned by a third party you must have unrestricted rights in the songs in order to grant to us the rights granted by the terms of this agreement.

You are not permitted to include in the Tracks cover recordings of previously published songs or samples of previously recorded songs ("Samples"). If we find you have submitted a cover recording or that the Tracks contains Samples we will remove them and at our sole discretion you and any Artist you represent will be excluded from the Website.

For details of the formats we accept for the Tracks please refer to the FAQs which can be found here, and if you require further assistance please see the FAQs or email us on info@soundout.com.

We have the absolute right to refuse to accept or to remove the Tracks or any of them from the Website if our security systems detect, or we have reasonable grounds to believe that they may contain viruses or are otherwise harmful to the Website. We will notify you by email if we reject or remove a Track for this reason and you will have an opportunity to upload another file containing the Track which does not contain the virus or other harmful material.

We accept no liability for any damage, losses or costs arising out of the Track which you supply. If you cause damage to us you indemnify us in full as set out below both on your own behalf and on behalf of all members of the Artist.

We also have the right to remove the Tracks (or any of them) if, in our opinion, such decision being final, we consider them to be obscene, defamatory, or in breach of copyright, privacy rights or any other rights of third parties, or otherwise likely to cause offence, or if we are legally required to do so.

Rights

By uploading the Tracks to the Website you grant us the non-exclusive unconditional free right to stream the songs and the recordings on the Tracks on the Website for the purposes of the Service in order to produce the type of report you have requested and paid for. You will be responsible for any and all payments that may be due to the writers and composers of the songs on the Tracks, or to the Artist, or any producers and mixers of the recordings on the Tracks or any payments of any kind due to third parties in connection with the Tracks and the songs.

You grant us on your own behalf and on behalf of each member of the Artist any and all performer's consents necessary for us to make use of the rights granted under this agreement. You warrant that all performers on the Tracks have given their unconditional consent to the use of their performances and you will be responsible for any and all payments due to such performers. You irrevocably and unconditionally waive on behalf of yourself and of each other member of the Artist any and all moral and or like rights anywhere in the world in the songs, the recordings and the performances embodied on the Tracks.

There is an option on the Website for your name or that of the Artist to be revealed after the reviews have been completed and the report prepared as part of the Service. Save in cases where you opt to remain anonymous you also grant us the non-exclusive right to use your name and the name(s) of all members of the Artist on the Website in connection with the Service.

You grant us the right to make a copy of the Tracks for central storage as part of the operation of the Website, for any purpose contemplated by this agreement and for archiving purposes. We do not own the copyright in the songs and the recordings on the Tracks which remains the property of the copyright owner but is subject to the rights granted under this agreement. Once all reviews of the relevant Track(s) have been completed and the SoundOut provided to you the relevant Track(s) will be erased from the server and will only be retained as part of our archive and for no other purpose whatsoever. We will use all reasonable endeavors, to the extent that it is commercially practicable to do so, to prevent the downloading, copying or tagging of the relevant Tracks on the Website.

We have no interest in the Artist name (the "Name") but if the Artist has any interest in any trade mark in relation to the Name you grant us a non-exclusive license to use the same in connection with the rights granted under this agreement save and to the extent that you opt for anonymity.

Synchronisation Uses

If you tick the appropriate option when ordering your reports the following terms contained in this section "Synchronisation Uses" will also apply:

By uploading the Track to the Website you are granting us the non-exclusive right to offer the Track, or any individual tracks off the Track (the "Tracks"), both master and underlying composition, to third parties for use in synchronisation with visual images, without limitation in adverts, film and television programmes, soundtracks, on websites and in videos ("Synch.Uses").

The provisions which apply to the Track generally in these terms and conditions will continue to apply in relation to potential Synch.Uses. The formats that we can accept for Synch.Uses are as set out in the FAQ section.

We make no warranty or promise that the Tracks will be placed for Synch.Uses. SoundOut is not holding itself out as being able to obtain Synch.Uses for the Tracks and is not acting in any way as an employment agent or advisor to you.

If a Synch.Use is obtained then either: the licence will be between you and the third party direct and we shall have no obligation or liability with regard to those arrangements. It shall however, be a condition of such usage that we are paid the fee referred to in the next paragraph or: we will enter into the licence arrangements as your agent and on your behalf and with the authority to bind you to the terms of the licence. We will collect all licensing fees (other than performance income as referred to below) and such fees will be divided as set out in the next paragraph. Unless agreed otherwise, all licensing will be on a non-exclusive basis. If there are any restrictions on the use that the Tracks can be put to, for example, that synchronisation rights are not available in a particular territory then you must advise us of these restrictions in writing by email sent to info@soundout.com within 24 hours of you initially uploading the Track to SoundOut. The warranties contained in these terms and conditions will otherwise apply.

In consideration of the services being supplied by SoundOut, and its administrator, you agree that all net synchronisation and licensing income from Synch.Uses will be split 50:50 between you and SoundOut. For the avoidance of doubt, this means sharing in income deriving from both the publishing and master rights, less any administration fees payable to third parties (approx 15%), which will be deducted prior to the 50:50 split.

To enable SoundOut to monitor the Synch.Uses it obtains we reserve the right to rename the Track(s) for Synch.Uses. If acting as agent, SoundOut will register the Track with PRS for Music once a Synch.Use has been confirmed. The registration will show SoundOut as being entitled to fifty percent (50%) "publisher's share" and you as being entitled to the fifty percent (50%) "writer's share". It is your responsibility to ensure you become members of a performing right society such as PRS or other relevant collection society to enable you to collect your "writer's share" of performance income. SoundOut will collect it's "publisher's share" direct but will have no obligation towards you in relation to the "writer's share".

If SoundOut is acting as agent, all other licensing income from Synch.Uses will be collected by SoundOut. SoundOut will deduct its fifty percent (50%) share and pay the balance to you within thirty (30) days of receiving a third party accounting and payment. SoundOut will send you a statement by email at the same time showing in reasonable detail how the sums payable to you are calculated.

SoundOut is not able to grant you any right of approval of the Synch.Uses and is not always told that a Track has been placed until after it has aired so cannot promise to advise you that a Synch.Use has been licensed in respect of a Track.

If at any point in the future you wish to terminate SoundOut's right to seek Synch.Uses you can do so by written notice to us sent by email to info@soundout.com and SoundOut will mark your Track as being unavailable for Synch.Uses on its systems within ninety (90) days of receipt of your email notification. Any termination will not terminate any licence of Synch.Uses already granted.

Other Terms

You warrant and agree on behalf of yourself and the Artist that:

you have the right and full authority of all members jointly and severally of the Artist to accept these terms and conditions, to grant the rights granted and that neither you nor any other member of the Artist will seek in any way to undermine the rights granted to us;

that all songs on the Tracks will be new and original and not previously published, will be entirely your work or that of the members of the Artist or to the extent that they are songs written or composed by someone else you warrant that you will have the unrestricted right to use such songs for all purposes without us becoming liable to any additional payments which shall be solely your responsibility;

that the songs and recordings on the Tracks do not and will not contain any unauthorised samples from anyone else's work; you will be solely responsible for any payments which may have to be made to any third party for the use of such songs and/or recordings;

that you or the Artist owns the unrestricted right to the Name;

you grant to us on your own behalf and on behalf of all performers on the Tracks all performer's consents necessary to enable us to use such performances for all purposes contemplated by this agreement and the Service;

that all moral rights of any performers or writers or composers of any songs or master recordings on the Tracks have been irrevocably and unconditionally waived; and

that use of the Service will not conflict with any recording or publishing agreement or other agreement for the Artist's services as recording and performing artists with a third party;

You agree to indemnify us (on a joint and several basis where applicable) in respect of any loss, costs or damage we may suffer as a result of a breach or threatened breach of any provision of this agreement or of any warranties or representations made by you on your own behalf or on behalf of the Artist.

In the event that the you are in breach of this agreement and fail to rectify such breach within 7 days of being notified of it then, in addition to the other sanctions specifically set out in this agreement or in the related agreements we have the right to pursue you or the Artist or any member of the Artist for damages, and the right to seek an injunction preventing any further breach or threatened breach.

You acknowledge and accept that the Service consists of an analysis of a Track as against one or more different criteria which although based on scientific and mathematical principles also contains a subjective element in the reviews given to the Track by the reviewers. The opinions of the reviewers are personal to them and we accept no liability for anything contained in those reviews or in the final report prepared summing up the results of amongst other things those reviews. That report does not constitute an opinion or endorsement of the Track by us.

It may also be the case that Tracks submitted to us by others may be or appear similar to yours. We have no control over the Tracks submitted to us for review using the Service and do not accept any liability for the content of the Tracks submitted to the Service. We have however reserved the right to remove Tracks on technical, infringing and other grounds as set out above.

You will not initiate any action, suit or other proceeding or make any claim against us or our duly authorised licensees and assignees in connection with, resulting from or arising out of the Tracks, these terms and conditions, the Website or the use of the Service by you, us or any users of the Website. We shall not be liable to you for any damages (of any kind) in connection with, resulting from or arising out of the subject matter of these terms and conditions, the Website or the use of the Track on the Service, by us, by any users of the Service or other third parties, whether on, off or from the Website. We make no express or implied warranties regarding the Website, the Service or any other matter except as specifically set forth in these terms and conditions. Your sole remedy in the case of alleged breach by us of these terms and conditions, or dissatisfaction with the Service, us or the Website is termination of your use of the Service. You will not in any circumstances subject us to injunctive or equitable relief.

Nothing contained in this agreement shall create a partnership or joint venture between you and us. English law will apply and if there is a dispute which cannot be settled and either party wishes to take the matter to court it must do so in the courts of England and Wales. Any notice required to be given to SoundOut should be in writing and sent to its registered office at One London Wall, London EC2Y 5EB marked for the attention of the Company Secretary. Any notice to be given to you or the Artist should be sent by email to the email address provided by you on behalf of the Artist and you and the Artist also consent to service of legal proceedings by email.






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