Terms of use – Audiodrome

These Terms of Use (“Terms”) settles the terms and conditions under which you may access and use this website and/or products offered by Company (“Site”), which is provided and made available to you by Audiodrome Ltd and its affiliates (“Company”, “Audiodrome”, “we”, “our”, “us”).

By accessing the Website and using the Services (defined below) you agree to be bound by this Agreement and accept to comply with all applicable laws and regulations. Should you disagree to be bound by this Agreement, in whole or in part, you shall (i) not be permitted/authorized to use the Services (as defined below), and (ii) refrain from accessing the Website.

Audiodrome may, in its sole discretion, modify or replace the terms and conditions of this Agreement from time to time. Your continued use/access to the Website and Services (as defined below) following the posting of any changes to this Agreement shall be deemed to constitute your acceptance of this Agreement.

1. Definitions

The following defined terms shall have the following meanings under this Agreement:

“License(s)” means the Personal License, Commercial License, and/or Business License. (as defined under Section 4 of this Agreement) as well as the license granted under an All Access Subscription Plan (as defined under Section 4.3.2 of this Agreement) offered by Bensound to you in relation to the Music Track(s) (as defined below).

“Music Track(s)” means the sound recording(s), including any and all musical works (original musical composition including lyrics, music/melody and/or arrangements) that are embodied in such sound recording(s), which are licensed and made available to you by Bensound, via the Website and subject to certain usage limitations and restrictions as provided under Section 5 of this Agreement.

“Project(s)” means the purpose or specific activity or project for which you will be granted a license to use the Music Track(s).

2. The Services

Audiodrome provides you with an array of Music Tracks that are made available to you via the Website and which we:

(i) allow you to browse and listen to on the Website;

(ii) don’t allow you, without the applicable/selected License, to download from the Website for use in your Project(s)

3.Licences

Audiodrome offers you the choice of one of the three (3) paid individual licenses, namely Personal license, Commercial license and Business license:

3.1. Personal license. This License allows you to download and use the whole music collection, for a one-time licensing fee (as detailed on the Website), in your Project as part of a video, film, documentary, animation, presentation or slideshow that is published and accessible online free of charge, on-hold music, or background music in bars, hotels, restaurants, shops or gyms. You may clear one (1) social media channel (YouTube, Facebook, Instagram, Twitch, TikTok)..

3.2. Commercial license. This License grants you the same rights as the Personal License but also the right to download and use the whole music collection, for a one-time licensing fee (as detailed on the Website), in your Project as part of an online advertisement, a video game, application, software, an online course, a video or film or documentary or animation or presentation that will be screened publicly, a public event (including but not limited to art shows, concerts, plays and exhibits) where an entrance fee or other type of fee is paid by participants attending the public event, and videos produced by wedding videographers as part of their wedding videography and/or photography activity. Further more, this licence permits your Project to be broadcasted on TV, online on a VOD platform, or in cinemas, or a show broadcasted on the Radio (non-web). You may clear up to unlimited social media channels (YouTube, Facebook, Instagram, Twitch, TikTok).

3.3. Business license. This License grants you the same rights as the Commercial License but also grants you to sell Projects, containing the Music Track, to multiple clients for their commercial usage.

The License gives you the right to make reasonable use of the music catalog, and does not limit the number of Projects in which you are entitled to integrate and/or synchronize the Music Tracks you download, providing that, with the exception of the “Business License”, such projects are not meant to be sold to several clients for their commercial usage.

Audiodrome shall provide you with a license certificate/agreement for the whole music catalog that you download and purchase from the Website.

For the avoidance of doubt, you may use our Music Track in videos which are posted on Facebook, but you must not register the Music Track with the Facebook rights manager service.

All rights not expressly granted to you by Audiodrome are hereby reserved.

4. Limitations And Restrictions

Except if expressly permitted under Section 3 (Licences) of this Agreement, you shall not:

(i) use the Music Tracks in applications or software that produces or generates videos,

(ii) falsely represent, expressly or impliedly, that you are the original creator/owner/author of the Music Tracks;

(iii) use the Music Tracks and any derivative work containing the Music Tracks, in whole or in part, in any other stock product, library, collection, or database for distribution or resale;

(iv) make any re-mixes with the Music Tracks;

(v) use the Music Tracks in Projects that promote violence, hate, discrimination, illegal activity, cruelty and/or harmful content;

(vi) edit, modify, or alter the Music Tracks (a) beyond basic editing (including but not limited to setting fade-in/fade-out points, determining the start and end points, or using only a selection of the Music Track(s)), (b) in a way that alters the Music Tracks’ fundamental character, harmonic structure, lyrics and/or melody, or (c) to the prejudice of the unwaivable moral rights of Audiodrome’s licensors;

(vii) permit a third party to use or copy the Music Track(s);

(viii) use the Music Tracks in any manner which may damage the artist/licensor of such Music Track(s), Audiodrome’s reputation, or violate any rights of third parties;

(ix) sublicense or assign the use of the Music Tracks for standalone distribution; and/or

(xi) make the Music Tracks available and/or distribute, resell, or perform the Music Tracks separately from the Project into which the Music Tracks has been incorporated;

(xii) use the Services for any purpose not expressly permitted by this Agreement or the applicable License.

Audiodrome reserves its full right to determine at its sole discretion whether the use of a Music Track constitutes a violation of this Section. In such event, Bensound may demand that you immediately cease using any of the Music Track(s), Website and/or Services.

5. Acceptable Use Of The Website

You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that infringes Bensound’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that shall (a) be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incite, encourage or threaten immediate physical harm against another, promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; contains material that solicits personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.

6. Intellectual property rights

6.1. All the information, the Assets and contents included in the Site and the services offered by the Company, inclusive without limitation of any text, illustrations, graphics, sound, sound recording, musical works, clips, graphic segments, software applications, graphs, photos, video templates, plugins, Company’s name, trademarks and logos, including without limitation those used in the Site, are protected by copyrights and intellectual property rights of the Company or of its artists (“Proprietary Content”).

6.2. You are forbidden from using the Company’s name, trademarks and logos, including without limitation those used in the Site. Moreover, as further specified in the License, you are forbidden from using the original Assets names and/or the artists names or artistic names.

6.3. You hereby acknowledge and confirm that you do not and will not have any ownership and/or intellectual property rights in the Proprietary Content and/or recordings and/or the Assets and/or the contents of the Site and/or the Site’s trademarks and its design, and that your right is restricted to the limited rights granted to you in these Terms and in the License.

6.4. The Agreement grants you an authorization to use the Site and the Assets strictly in accordance with the provisions of the Agreement and is conditioned by your undertaking not to violate or be involved in any activities that violate any terms of the Agreement, and specifically in activities which cause the violation of intellectual property rights and/or deviation from the provisions of the License.

6.5. You may not reverse engineer, decompile, or disassemble any part of any source code contained within the Site, or any of the Proprietary Content, including the video templates and plugins or avoid, bypass, remove or impair any technological measure that limits access to them.

7. Copyright Infringement Notification Policy

7.1. We take copyrights protection very seriously. If you believe that any Assets infringe your intellectual property or other rights, please see our Copyright Infringement Notification Policy

7.2. If we are notified that any Assets infringes third party copyright or other rights, we may in our sole discretion remove such Assets from the Site or take other steps that we deem necessary, without any prior notification.

8. Company’s rights in case of a violation on your behalf

8.1. You hereby acknowledge that any unauthorized use by you and/or by anyone on your behalf of any of the Assets or the Site or in a manner deviating from the conditions of the Agreement, constitute a breach of the Agreement as well as a violation of the copyright laws, and the Company and anyone on its behalf have the full right to exercise all rights and remedies available to it by law in such case. To the extent the violation is done by a third-party using Assets that were downloaded by you or using your subscription (for example: your employees, contractors, clients), then you are responsible for such a violation and you are required to take all possible actions to immediately cease the violation.

8.2.The Company will be entitled, among other remedies, at its exclusive discretion and without any prior notice, to block your access to the Site and/or its services, temporarily or permanently, in case you violate any applicable law and/or any terms of the Agreement, or in case of an interruption of the Company’s or its Site’s regular activity, and you will have no claim or demand in this regard.

8.3. Company reserves the right to disclose your personal information or information about your use of the Site inclusive of the content used therefrom without obtaining your permission, if such disclosure is necessary in order to: (1) obey legal requirements or comply with orders issued in a legal proceeding or by a competent authority by any law; (2) enforce the Agreement; or (3) protect the Company’s or anyone else’s rights in the event of a breach of the Agreement by you or anyone on your behalf.

9. Exemption from liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (I) THE SITE AND SERVICES PROVIDED BY THE COMPANY ARE PROVIDED ‘AS-IS’ AND ‘AS AVAILABLE’ WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY LAW; (II) COMPANY DOES NOT WARRANT THAT THE SITE OR ITS’SERVICES WILL BE UNINTERRUPTED OR IMMUNE TO DAMAGE, MALFUNCTIONS, DEFECTS OR FAILURES IN THE HARDWARE, SOFTWARE, COMMUNICATION SYSTEMS AND LINES, AT THE SITE OR AT ANY OF ITS SUPPLIERS; (III) COMPANY WILL BEAR NO LIABILITY IN CASE ANY OF THE ASSETS IS NOT AVAILABLE IN THE SITE, FOR ANY REASON WHATSOEVER, DURING THE TERM OF THE AGREEMENT; (IV) COMPANY WILL BEAR NO LIABILITY IN ANY MANNER FOR THE USE OF ANY OTHER ADDITIONAL CONTENTS WHICH YOU MAY INTEGRATE IN THE PROJECTS AND YOU WILL SOLELY BEAR FULL AND EXCLUSIVE LIABILITY FOR USING THEM; (V) COMPANY RESERVES ITS RIGHT TO REMOVE AND/OR ADD ASSETS TO THE SITE AT ANY TIME AT ITS EXCLUSIVE DISCRETION AND YOU WILL BEAR NO CLAIMS OR ARGUMENTS IN THIS REGARD; (VI) COMPANY WILL BEAR NO LIABILITY FOR ANY DIRECT OR INDIRECT DAMAGE, PECUNIARY OR ANOTHER, WHICH YOU MIGHT INCUR CONSEQUENT UPON: (1) YOUR USE, OR INABILITY TO USE THE SITE, THE LEARNING MATERIALS, THE SERVICES AND ANY WEBSITES LINKED TO IT; (2) CHANGES COMPANY MAY MAKE TO THE SITE AND ITS SERVICES, ALL OR ANY OF THEM; (3) CEASING, TEMPORARILY OR PERMANENTLY, THE PROVISION OF ITS SERVICES, ALL OR ANY OF THEM; (4) CHANGING, ADDING OR REMOVING ANY OF THE SERVICES’ CHARACTERS OR PROPERTIES, ALL OR ANY OF THEM; (5) CHANGING, ADDING OR REMOVING ANY CONTENTS, RECORDINGS OR ASSETS FROM THE SITE, ALL OR ANY OF THEM; (VII) COMPANY, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS OR AGENTS, WILL BEAR NO LIABILITY FOR ANY KIND OF DAMAGE IN CONNECTION WITH ANY CLAIM, LOSS OR DAMAGE ARISING UNDER OR OUT OF THIS AGREEMENT.

10. Privacy Policy

We really care about your privacy and we make our best efforts to be fully transparent about our use of your information. Please review our Privacy Policy to learn how we collect and use your personal information and cookies.

11. Indemnification

You hereby undertake to indemnify the Company, its subsidiaries, affiliates, licensors, employees, officers, directors, agents, service providers and artists and anyone on their behalf for any argument, claim, damage, loss, loss of profit, payment or expense (inclusive of lawyer’s fee and legal expenses) that might arise due to your use of the Company’s Site and services, your breach of the provisions of the Agreement or any use you make of Company’s services in violation of any applicable law or third-party rights.

12. Third Party Services

When subscribing or using Company’s services, you may also be using the services of one or more third parties, such as internet or payment services providers or platforms in which you upload your Projects (ex: Youtube, Facebook, etc). Such third parties might have their own terms of use, agreements and policies which may apply to you. You acknowledge and agree that Company is not responsible or liable for any such third parties’ services and terms nor for the compliance with them. We strongly encourage you to carefully read any such third-party terms of use and policies and make sure you comply with them.

13. Amendment to these Terms & Fees

Company has the right to change the conditions of these Terms, the License and the Privacy Policy from time to time at its exclusive discretion. Upon making the changes, the new version of the Terms, License and/or Privacy Policy will be posted on the Website. You are advised to check for updates regularly. In the event of material changes, we might provide you with a notice. If you do not agree to the changes in any such terms, you must cease accessing and using the Website and Company’s services and cease downloading Assets. By continuing to access or use the Website, the services and the Assets you agree to be bound by the updated version of the Agreement, which will apply to you in its entirety.

15. Assignment

The Company is entitled to assign and/or transfer and/or deliver its rights and/or its undertakings according to the Agreement, in whole or in part, to third parties as it may see fit and at its exclusive discretion. Any such Company’s transferee will, in turn, be entitled to transfer any such rights/undertakings to other parties as it may see fit without having to obtain your consent.

16. Notices

16.1. You hereby agree that we will be able to send you email messages referring to the Company’s services and other various subjects, inclusive with regards to benefits granted to the Company’s subscribers. If you do not want to receive our promotional or marketing emails, you can withdraw your consent at any time following the instructions in our Privacy Policy

16.2. Notices according to the Agreement will be given in writing and be sent by email according to the email address you specified in the registration form. Any delivery of a notice by email as stated above will be considered a lawful delivery.

17. General

17.1. You bear responsibility for payment of all taxes and expenses applying to you in connection with the Agreement and/or your use of the Assets, to the extent such may apply. In the event the Company is required to pay any such taxes and expenses on your behalf, we will be entitled to charge you for any such amounts without notifying you.

17.2. The Agreement constitutes the entire agreement between you and the Company with respect to your access and use of the Website, the Assets and the Company’s services and any prior or future agreement and/or undertaking and/or declaration not specifically included in the Agreement will not be valid. You hereby waive in advance any claim according to which the Agreement was changed and/or amended and/or canceled by conduct or by any correspondence between you and Company or anyone on its behalf.

17.3. If and to the extent any provision of the Agreement is decided by court to be invalid, illegal or unenforceable, it will not derogate from the validity of the other provisions of the Agreement.

17.4. These Terms do not affect your statutory rights.

18. Governing Law & Jurisdiction

The laws of the USA will exclusively apply to the Agreement, without giving effect to any rules or principles of conflict-of-law, and the jurisdiction to hear any issue resulting from or regarding the Agreement, directly or indirectly, will be given exclusively and uniquely to the USA courts and no other court anywhere else.

19. Sanctioned Countries

The Company is committed to complying with the sanctions laws and regulations of the United States, and the EU. Accordingly, we will not trade with or provide any services to sanctioned countries or individuals/entities named on a sanctions list.

20. Switching between License Plans

You can switch between Audiodrome subscription plans, by contacting our Customer Support team.

21. Refund Policy

Due to the digital nature of the Music Tracks on the Website, you acknowledge and understand that Audiodrome offers no refunds, unless your inability to access and use such Music Tracks results from an error/fault on Audiodrome’s part.