Terms and Conditions

TERMS AND CONDITIONS

SOUNDLE – TERMS OF USE

EFFECTIVE DATE: 28 June 2023

LAST UPDATED: 28 June 2023

This terms of use agreement (the "Terms") governs your use of the websites of Soundle Ltd ("Soundle", "we", "us" "our"), including, without limitation, [insert URL for new website] (collectively, the "Website") and any services and resources available or enabled via the Website and associated software made available through the website (collectively, with the website, the "Service"). By accessing or using the Service, clicking on the "i accept" or similar button, and/or completing the registration process, you agree that you have read and understood, and, as a condition to your use of the Service, you agree to be bound by this Agreement (as hereinafter defined)[, the Soundle Privacy Policy (as hereinafter defined) and the Soundle Cookie Policy (as hereinafter defined)]. If you are not eligible (see below), or do not agree to the Terms, then you do not have our permission to use the Service and you may not access or use the Service.

INTRODUCTION AND ELIGIBILITY

Please read these Terms carefully before using the Service. Your use of, and participation in, the Service may be subject to additional terms for specific Soundle products ("Supplemental Terms"). Such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use the supplemental features of the Service. Without limiting the foregoing, certain materials, tools, or components of the Service made available through the Service may be subject to licence terms and conditions that are different from those set forth herein. Any such terms and conditions will be identified for such materials, tools, or components of the Service, and by downloading same, you agree to be bound by and comply with such Supplemental Terms.

If any provision in these Terms is inconsistent with any provision in the Supplemental Terms, the provision in the Supplemental Terms shall control with respect to the applicable Service for which the Supplemental Terms have been provided. The Terms and any applicable Supplemental Terms are hereinafter referred to herein as this "Agreement".

Revisions to this Agreement

We reserve the right to change this Agreement at any time, in our sole discretion. Please check these terms periodically for changes. When changes are made, Soundle will make a new copy of this Agreement available on the Website, or otherwise posted through the Services. We will also update the "Last Updated" date at the top of this Agreement. Any changes to this Agreement will be effective immediately for new users of the Service and on the stated Effective Date for existing users of the Service (collectively, "Users"). Soundle may require you to consent to the updated Agreement in a specified manner before further use of the Service is permitted. In the event you do not agree to any change(s) after receiving such notice thereof, you must stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s). You should review this Agreement each time you use the Service (at least prior to each transaction or submission). You should frequently check the home page and the email you associated with your account for any notices in connection with this section A1, and you agree that the means set forth in this Agreement are all reasonable manners of providing you with notice.

Eligibility

You must be at least 18 years old to use the Service. By accessing or using the Service or otherwise agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your use of the Service is in compliance with any and all applicable laws and regulations. If you are an individual representative of an entity, organisation, or company, you represent and warrant that you have authority to bind such entity, organisation, or company to this Agreement.

THE SERVICE

General

The Service offers a platform designed to provide you with resources to perform and enhance music creation and collaboration. The Service is owned and operated by Soundle, and the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Soundle are protected by intellectual property and other laws. In addition to the foregoing, all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials included and made available to you by Soundle in the Service, including without limitation Sounds (as defined below), are the property of Soundle or its third party licensors (the "Soundle Property"). You may only use the Soundle Property as provided herein, and Soundle reserves all rights to the Soundle Property not granted expressly in these Terms.

Your Use of the Service and Soundle Property

Unless otherwise expressly authorised by Soundle in writing, including within the Service, we authorise you, subject to this Agreement, to access and use the Service and the Soundle Property, at our discretion solely for your own personal or internal business purposes. Any other use is expressly prohibited.

Soundle Packs

Soundle Packs are packaged collections of musical materials such as samples, mixes, productions, vocal files and toplines (individually and collectively referred to herein as “Sound(s)”) made available for download by Users through the Website as part of the Service.

Licence and Usage Terms for Sounds

Your Use of Sounds. Sounds are licensed, not sold, to you, in accordance with and subject to the remainder of this section B3.1.

New Recordings. Subject to your compliance with this Agreement and your payment and our receipt of the applicable Fees (as defined below) in accordance with section B3.3 below, we grant you a non-exclusive, non-transferable, non-assignable, revocable, perpetual licence to use Sounds which you download through the Service in combination with other sounds in music productions to create new recordings ("New Recording(s)"). This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense and otherwise use Sounds solely as embodied in a New Recording, including for commercial purposes, save as prohibited herein. You (and/or any applicable third party contributors or artists engaged by you in connection with the New Recording) will own any original contributions made to the New Recording that are not comprised of Sounds (e.g., added vocals or added instrumentation). For the avoidance of doubt, you will not own or have any other intellectual property interest in the Sounds.

Prohibited Uses. Notwithstanding anything to the contrary contained herein or otherwise, you may not: (a) modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense, or otherwise use Sounds in isolation from a New Recording, including without limitation as sound effects, samples, mixes, productions, vocal files or toplines or as source material for any other form of sample (even if you modify the Sounds); (b) use or sublicense Sounds in a manner competitive to Soundle or its licensors; (c) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute or transfer Sounds to any third party except solely as incorporated into a New Recording; (d) redistribute Sounds in new sample or vocal packs; and/or (e) use any Sounds or portions of Sounds identified as made available for "preview" other than to internally and locally (on the Service) preview the applicable Sound (and for the avoidance of doubt, "preview" Sounds may not be modified, reproduced, publicly performed, distributed, transmitted, communicated to the public, sublicensed, or otherwise used and may not be used for commercial purposes). If you represent a business entity, you agree that only one individual affiliated with that entity may use a downloaded Sound as specified above. If multiple individuals would like to use a downloaded Sound, you will need to download that Sound multiple times.

Crediting Requirements. You hereby warrant, represent and agree that, in respect of any release or other exploitation of a New Recording, you shall, and/or shall procure that any releasing and/or exploiting third parties shall, ensure that the crediting information applicable to the Sound as embodied in such New Recording (as notified to you on or following your download of such Sound via the Website as part of the Service, including without limitation relating to the so-called “publishing credits” in connection with such Sound) shall, in all cases, be credited in connection with such New Recording in the metadata thereof and/or in any liner notes, label copy and in all other areas and aspects in which credits are customarily afforded in connection with musical recordings and/or audio-visual recordings.

No Use of Artist Name and Likeness. Additionally, notwithstanding anything to the contrary contained herein or otherwise, save only as expressly required and specified pursuant to section B3.1.4 above if applicable, you may not use the name, professional name, image, photograph or likeness of the vocal performer, artist or writer associated with a Sound (“Sound Contributor”) in any way without that Sound Contributor’s prior express written permission. Prohibited uses include, but are not limited to, including the photo or name of a Sound Contributor when promoting your New Recording and/or crediting a Sound Contributor in the title, metadata or so called “by line” in respect of your New Recording.

Unoriginal Sounds. We make efforts to require that all Sounds provided to us by third parties are original. If we learn that a Sound previously provided to you was not original to the provider, or we have a good faith reason to believe the Sound is not original, we may remove the Sound from the Service and may use reasonable efforts to notify you. If you have reason to believe that a Sound you obtained from the Service is not original to the provider, please let us know by emailing: [james@soundle.shop].

User-Generated Content

You grant Soundle a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, gratis and royalty-free right and licence to use, copy, record, distribute, reproduce, disclose, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of New Recordings (“User-Generated Content”) (and derivative works thereof), solely for the purpose of marketing, advertising or otherwise promoting the Service, the Sounds and/or Soundle generally, in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed. Without limitation, the granted rights include the right to configure, host, index, cache, archive, store, digitise, compress, optimise, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials.

You understand that in Soundle’s exercising of such rights, metadata, notices, and content in connection with User-Generated Content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant Soundle to your User-Generated Content, you also hereby grant Soundle, and agree to grant Soundle, the unconditional, perpetual, irrevocable right to use and exploit your name, image and likeness in connection with any User-Generated Content, without any obligation or remuneration to you, solely for the purpose of marketing, advertising or otherwise promoting the Service, the Sounds and/or Soundle generally.

Except as prohibited by law, you irrevocably agree not to asset against Soundle and/or any Soundle Entities any moral rights or similar that you may have in or to any User-Generated Content throughout the world, even if it is altered or changed in a manner not agreeable to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section B3.2.

You represent and warrant that you have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content: (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to grant Soundle the rights to it that you are granting under this Agreement, without any Soundle obligation to obtain consent of any third party and without creating any obligation or liability of Soundle; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to Soundle permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate this Agreement or any Additional Terms, or cause injury or harm to any person.

Soundle has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content.

Fees and Billing

Fees. The rights granted under section B3.1 in respect of Sounds downloaded as part of the Service pursuant to section B3.1, including your right to download the same, are subject to your payment to us of applicable fees and other charges stipulated via the Website (“Fees”) in accordance with this section 3.3.

Payment. You agree to pay all Fees in accordance with the charges and billing terms in effect at the time Fees are due and payable. You must either provide Soundle’s Third Party Payment Processor (defined below in section C1 below) with a valid credit card or debit card number (Visa, MasterCard or any other issuer accepted by us) or allow for payment through your account with such Third Party Payment Processor (as applicable). Your Third Party Payment Processor agreement governs your use of the designated credit card, debit card or Third Party Payment Processor account (as applicable) and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Soundle with your credit card or debit card number or Third Party Payment Processor account, and associated payment information, you agree that Soundle is authorised to charge to your card or your Third Party Payment Processor account all Fees due and payable to us hereunder and that no additional notice or consent is required. You agree to immediately notify Soundle of any change in your billing address or the credit card, debit card or Third Party Payment Processor account used for payment hereunder. We may also receive updates to your credit card, debit card, or other payment information from our payment processors. Following any change or update, whether made by you or by us, you authorise us to continue to charge the applicable method of payment. We reserves the right at any time to change its prices and billing methods at any time.

No Responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product or service offered on this Service as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, we shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit or debit card or other account prior to cancellation, we will issue a credit to your card or account as (applicable) in the amount of the charge. Additional terms may apply.

Modifications to Prices or Billing Terms. Products and services displayed on the Service may not be available at all times and may be substituted or discontinued at any time. We reserve the right, at any time, to change our prices and billing methods for services sold, effective immediately upon posting on the Service or by e-mail delivery to you. The features, media, content, products, software or services available on and through the Website may be out of date, and we make no commitment to update any aspect of the Website. We make no representations or warranties with respect to availability of the Website and may discontinue the Service at any time with or without notice.

Withholding Taxes. You agree to make all payments of Fees to us free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to us will be your sole responsibility, and you will provide us with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

Cooling-off Rights for UK and EU Users. If you are based in the UK or EU, you may also cancel your purchase of any license within the Service (e.g., for Sounds), within 14 days of that purchase ("Cooling-off Period"). If you cancel any purchase during a Cooling-off Period, we will reimburse in full the applicable payment you have made. However, if you use the Service in any way during a Cooling-off Period (e.g., by commencing a download of a Sound, or otherwise), you agree that you have expressly agreed to waive your cancellation rights and you will not be entitled to receive either a full or partial refund of the applicable payment you have made.

Promotional Codes. From time to time, in connection with other promotional activities for Sounds made available through the Service, we may offer promotional codes ("Codes") that can be redeemed as discounts for Sounds. Codes are for personal and non-commercial use only and may not be duplicated, sold or transferred in any manner. Only one Code can be used per User in connection with each promotion. We reserve the right to disable any Code in our sole discretion. Codes (a) may only be used pursuant to the specific terms that we establish for such Code; (b) are not valid for cash; and (c) may expire prior to your use. We may withhold or remove discounts or other features or benefits obtained through the use of Codes by you if we determine or believe that the use or redemption of a Code was in error, fraudulent, illegal, or in violation of the applicable Code terms or this Agreement.

Accounts

Certain parts of the Service require you to create an account ("Account") by providing a valid email address, username, password and other information as prompted by the registration form. When registering, you are prohibited from selecting or using as a username that is: (a) a name of another person with the intent to impersonate that person; (b) a name that is subject to any rights of a person other than you without appropriate authorisation; or (c) a name that is otherwise offensive, vulgar or obscene. For example, you may not register using the name of a musical artist, unless you have the rights to such name.

We reserve the right to reject any username or to terminate your username in our sole discretion, and without any liability to you. You represent and warrant that (a) the information you provide to us upon registration and at all other times will be accurate, current and complete and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or is incomplete, or Soundle has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or is incomplete, Soundle has the right to suspend or terminate your Account and refuse any and all current or future use of Service (or any portion thereof). You agree not to create an Account or use the Service if you have been previously removed or banned from using the Service.

Certain Restrictions.

You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws and regulations. In using the Service, you shall not:

interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) modifying, translating, adapting, merging, making derivative works of, disassembling, decompiling, reverse compiling or reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

interfere with the operation of the Service or any User's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

perform any fraudulent activity including but not limited to impersonating any person or entity, or claiming a false affiliation;

disclose personal information about another person or harass, abuse, or post objectionable, pornographic, harmful, offensive, or obscene material;

license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of your rights in the Service to a third party without our prior express written consent;

use the Service in an illegal way or in violation of any applicable law or that otherwise results in fines, penalties, and other liability to us or others;

violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third party intellectual property right);

frame or utilise framing techniques to enclose any trade mark, logo, or other Soundle Property (including images, text, page layout or form);

use any metatags or other "hidden text" using Soundle’s name or trade marks;

use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

use any content accessed through or relating to the Service (including but not limited to the Soundle Property and any and all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons;

except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any Soundle Property in any form or by any means;

remove or destroy any copyright notices or other proprietary markings contained on or in the Service;

assist or permit any persons in engaging in any of the activities described above.

Soundle, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorised use of the Service or Soundle Property terminates the licenses granted by Soundle pursuant to this Agreement. You may use the Service only for its intended purpose.

Soundle Marks.

Soundle, the Soundle logo, and other Soundle logos and product and service names are registered or unregistered trade marks of Soundle (the "Soundle Marks"). Without our prior written permission, you may not display or use in any manner the Soundle Marks, save only as expressly required and specified pursuant to section B3.1.4 above.

Updates.

You acknowledge and agree that Soundle may require you to accept updates to the Service that you have installed on your computer or mobile device. You acknowledge and agree that Soundle may update the Service with or without notifying you. You may also need to update third party software from time to time in order to use Service and any third party software (for example, for certain premium add-ons and Plug-Ins you purchase, license, or otherwise access through the Service).

Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to the Service, including but not limited to, a mobile device that is suitable to connect with and use the Service in cases where the Service offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

Feedback.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you grant Soundle an unrestricted, perpetual, irrevocable, non-exclusive, worldwide, fully-paid, royalty-free, fully transferable and sublicensable right and licence to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. You acknowledge that your submission of Feedback is at your own risk and that Soundle has no obligations (including, without limitation, obligations of confidentiality, credit or payment) with respect to such Feedback.

THIRD PARTY SERVICES

Third Party Payment Processor.

Soundle currently uses Shopify International Services Limited, and its affiliates, which currently utilises Stripe Payments Europe, Ltd. and its affiliates (for processing credit card and debit card transactions), Shop! Shopify Inc and its affiliates (for processing Shop Pay transactions), PayPal Holdings, Inc. and its affiliates (for processing PayPal transactions) and Google LLC and its affiliates (for processing Google Pay transactions) as the third party payment processor for payment services ("Third Party Payment Processor"). By purchasing via the Website as part of the Service, you agree to be bound by the Third Party Payment Processor's privacy policy (as applicable) (including without limitation https://www.shopify.com/legal/privacy and https://stripe.com/gb/privacy) and its terms of service (as applicable) (including without limitation https://stripe.com/en-gb/legal/payment-terms#payment-methods) and hereby consent and authorise Soundle and the Third Party Payment Processor to share any information and payment instructions you provide with each other to the maximum extent required to complete your transactions.

Third Party Websites, Applications and Ads.

The Service may contain links to third party websites ("Third Party Websites"), applications ("Third Party Applications") and advertisements for third parties ("Third Party Ads"). When you click on a link to a Third Party Website, Third Party Application or Third Party Ad, we will not warn you that you have left the Service and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third Party Websites, Third Party Applications and Third Party Ads are not under the control of Soundle. Soundle is not responsible for any Third Party Websites, Third Party Applications or Third Party Ads. Soundle provides these Third Party Websites, Third Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, Third Party Applications or Third Party Ads, or any product or service provided in connection therewith. Your use of all Third Party Websites, Third Party Applications and Third Party Ads shall be at your own risk. When you leave the Service, this Agreement and our policies shall no longer govern. It shall be your responsibility to review applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites, Third Party Applications, or Third Party Ads, and to make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

DISCLAIMER OF WARRANTIES

To the fullest extent permitted by law, (a) the Service, Soundle Property and content available through the Service are provided "as is" and on an "as available" basis and (b) Soundle disclaims all warranties of any kind, whether express or implied, including: (i) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (ii) any warranty arising out of course of dealing, usage, or trade, to the fullest extent permitted by applicable law. Soundle does not warrant that the Service will be uninterrupted, timely, secure, or free of errors, viruses, or other harmful components, that any of those issues will be corrected, or that the results obtained from use of the Service will be accurate or reliable. Any content downloaded from or otherwise accessed through the Service is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Service or any other loss that results from accessing such content. No advice or information, whether oral or written, obtained from Soundle or through the Service will create any warranty not expressly made herein. From time to time, Soundle may offer new "beta" features, products or tools with which its users may experiment. Such features, products or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Soundle's sole discretion. the provisions of this section D apply with full force to such features, products or tools.

No Liability for Conduct of Third Parties. You acknowledge and agree that the Soundle Entities (as defined below) are not liable, and you agree not to seek to hold the Soundle Entities liable, for the conduct of third parties, including third party service providers, and operators of Third Party Websites, Third Party Applications, or Third Party Ads and that the risk of injury from such third parties rests entirely with you.

No Liability for Conduct of Other Users. You are solely responsible for all of your communications and interactions with other users of the Service. You understand that Soundle does not make any attempt to verify the statements of users of the Service. Soundle makes no warranty that the goods or services provided by third parties will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Soundle makes no warranty regarding the quality of any such goods or services.

Third Party Materials. As a part of the Service, you may have access to materials that are hosted by another party. You agree that it is impossible for Soundle to monitor such materials and that you access these materials at your own risk.

LIMITATION OF LIABILITY AND INDEMNIFICATION

To the fullest extent permitted by law, in no event will Soundle, its affiliates, officers, employees, agents, service providers, partners, and licensors (collectively, "Soundle Entities") be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or your inability to access or use, the Service or any materials or content on the Service (including without limitation Sounds), whether based on warranty, contract, tort (including negligence), statute, or otherwise, and whether or not any Soundle Entity has been informed of the possibility of damage.

To the fullest extent permitted by law, the aggregate liability of the Soundle Entities to you for all claims arising out of or relating to the use of or any inability to use any portion of the Service or otherwise under this Agreement, whether in contract, tort, or otherwise, is limited to the greater of $100 and the amounts you have paid to Soundle, if any, during the six-month period prior to the date of your claim against the Soundle Entities.

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement. The limitations in this section E will apply even if any limited remedy fails of its essential purpose.

Soundle does not in any way seek to exclude or limit liability for (a) death or personal injury caused by Soundle's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by English or EU law.

You hereby release Soundle Entities and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Service, including but not limited to, any interactions with or conduct of other Users or Third Party services of any kind arising in connection with or as a result of this or your use of the Service.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will indemnify and hold harmless the Soundle Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable lawyers’ fees and costs, arising out of or connected with: (a) User-Generated Content; (b) your unauthorised use of, or misuse of, the Service; (c) your violation of any portion of this Agreement, or any applicable law or regulation; (d) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right (including, without limitation, in connection with any use of a Sound); or (e) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you will cooperate with our defence of those claims.

TERM AND TERMINATION

Term. This Agreement is effective beginning when you accept this Agreement or first access or use the Service, and ending when terminated as described herein.

Termination. If you violate any provision of this Agreement, Soundle may, at its sole discretion, terminate this Agreement or suspend or terminate your access to the Service. We may also change, suspend, or discontinue any aspect of the Service at any time.

Effect of Termination. Termination may include barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of the Service may involve deletion of your User-Generated Content associated therewith from our live databases, although copies of your User-Generated Content may remain stored on back-up storage media maintained by or for us. You grant us a royalty-free licence to retain such back-up copies of User-Generated Content on storage media maintained by or for us.

GENERAL PROVISIONS

Electronic Communications. The communications between you and Soundle may take place via electronic means, whether you visit the Service or send Soundle e-mails, or whether Soundle posts notices on the Service or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Soundle in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Soundle provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Soundle’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Soundle may assign, subcontract, delegate or otherwise transfer this Agreement, and its rights and obligations hereunder, at any time to any party.

Successors and Assigns. This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives.

Force Majeure. Soundle shall not be liable for any delay or failure to perform resulting from any event or circumstance, regardless of whether it was foreseeable, that was not caused by Soundle and that prevents Soundle from complying with any of its obligations under this Agreement.

Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at the mailing or email address found at the end of this Agreement. We will do our best to address your concerns.

Governing Law and Jurisdiction. This Agreement and any action related thereto and/or related in any way to your use of the Service will be governed and interpreted by and under the laws of England and Wales, whose courts shall have exclusive jurisdiction to determine all maters arising hereunder, without giving effect to any principles that provide for the application of the law of any other jurisdiction.

Notice. Where Soundle requires that you provide an e-mail address, you are responsible for providing Soundle with your most current e-mail address. If the last e-mail address you provided to Soundle is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Soundle’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Soundle at the address below. Such notice shall be deemed given when received by Soundle by letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail at the found at the end of this Agreement.

Waiver. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof.

Severability. If any provision of this should be held to be invalid or in any way unenforceable it shall be to that extent severed and the remaining provisions shall not in any way be affected or impaired and this Agreement shall be construed so as to give effect to the intent of the parties and, to the extent possible, this Agreement shall continue to govern their mutual rights and obligations notwithstanding severance.

No Third Party Beneficiaries. For the purpose of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to, and does not, confer on any person who is not a party to it any right to rely upon or enforce any of its provisions, except that this does not affect any right or remedy of such party which exists or is available apart from the aforementioned act. This Agreement is made for the benefit of the parties to it and it is not intended to benefit, or to be enforceable by, any other person.

Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and Soundle, and Soundle shall not have a fiduciary obligation to you as a result of your entering into this Agreement.

Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

Choice of Language. This Agreement, and any contract between us, are only in the English language.

Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Contact Information

Soundle Ltd.
8 Boundary Street

Heckmondwike

England WF16 0ER
[james@soundle.shop]