1. THESAURUS – INTERPRETATION OF TERMS:
Affiliate shall mean any entity which is directly or indirectly controlled by, or which controls oh which is under common control with another entity. “Control” shall mean ownership of fifty (50) percent or more of the stock, shares or units of ownership, or other ownership interests in a legal entity;
Broadcast shall mean air transmission, via radio waves including via satellite, or remote transmission by wires or any type of surface or underground (underwater) (conductor, fiber optic or other) cable in the form of signals of Works where mentioned transmission can be received by an unlimited number of persons in various places located at a distance from the place of transmission at which the images or sounds cannot be received without mentioned transmission;
Data processing shall mean every operation or a number of operations performed on data, automatically and/or otherwise legal manner, such as: collection, recording, organizing, storing, adjusting, or altering, withdrawing, using, transfer, aligning, combining, blocking, deleting or destroying.
Distribution shall mean any action whereby Works are offered to the public directly or indirectly, including notification of the public concerning these Works in such a manner that its representatives can access these Works at any place of the world and at any time at their own discretionю
Force Majeure Event shall mean an event outside of our reasonable control (force majeure), including (but not limited to) strikes, lockouts, failures of Third Party systems or networks, acts of god, fire, earthquake, storm, flood or other natural disaster, civil unrest, acts of terrorism, deliberate sabotage of or malicious damage to equipment or data or for damage to or destruction of premises or equipment, regulations or governmental policies and shortages of supplies and services.
Intellectual Property shall mean copyrights, (including rights in computer software), patents, trademarks, trade names, service marks, business names (including internet domain names), design rights, database rights, semi-conductor topography rights, rights in undisclosed or confidential information (such as knowhow, trade secrets and inventions (whether patentable or not)), and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration) which may now or in the future subsist anywhere in the world;
License shall mean the permission of User to use his Works and other generated by User Content in a manner and subject to the terms, described in Article 4 of this Agreement.
Mobile Distribution shall mean the [simulcast] streaming of Works on Mobile Systems to Users within the License Territory.
Internet Distribution means the [simulcast] streaming of Works in Internet Protocol format on the so called “Internet” to Users in the License Territory.
Organization for collective management of proprietary rights - an organization that manages the proprietary rights of copyright and (or) related rights holders on a collective basis;
Partner shall mean the authorized by sublicense agreement with LOUDER.ME LLC legal and/or natural person to whom LOUDER.ME LLC sublicenses all or part of rights granted by User to LOUDER.ME LLC under this Agreement.
Person shall mean any natural person, company, corporation, partnership or other legal entity;
Personal data shall mean any information about a natural person that admits identifying him.
Public display - any demonstration of the Works, either directly or on a screen or via other devices or processes in places that are or can be attended by the persons not belonging to members of a family or close acquaintances of the displaying person's family, regardless of whether they are present in one place at the same time or in various places at various times;
Streaming shall mean action allowing User (s) to temporarily receive a data file for hearing audio Work and/or hearing and viewing audiovisual Work.
Sub-licensee shall mean any third party, to whom LOUDER.ME LLC may grant rights and/or license granted to him by User under this Agreement.
Third Party/Third Parties shall mean any other party/parties than LOUDER.ME LLC and/or User, including but not limited to any natural person or legal entity.
User shall mean a natural and/or legal person, who uses the services provided on the Website.
User’s account shall mean an account created by Person through signing in on the Website.
User Content shall mean any type of content, including the Works, that has been created by Users of the Website and submitted, uploaded, posted or otherwise provided or made available by them or by their authorised representative on or through the Website.
Visitor shall mean a natural and/or legal person, who uses the services provided on the Website without establishing its User account or making authorization through its User account.
Website shall mean website https://louder.me/ and its web-pages.
Work (s) shall mean any result of User’s creativity, including but not limited to: images, including artworks, album covers, audio works, and/or audiovisual works and/or sound recordings and/or underlying musical compositions including any accompanying words, and/or blog posts, and/or comments that the User owns, controls, represents or administers and is authorised to post on the Website.
Also in this Agreement unless otherwise specified:
- the expression «including» means «including but not limited to»;
- words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders; and
- the headings in this Agreement are for information only and shall not be taken into account when construing the meaning of this Agreement.
This Agreement is a legal document that regulates relations arising between LOUDER.ME LLC, whose registered office is at 4/D Nebesnoy Sotni av., Odessa, Ukraine, company number is 41796996 (hereinafter also referred to as "LOUDER.ME LLC", "we", "us", "our") and You, as a User or a Visitor of the Website (hereinafter also referred to as "You" "Your" "Yours", with regard to Your using the services provided on the Website.
4. YOUR CONTENT:
Subject to the terms and conditions of this Agreement, by submitting, uploading, posting or otherwise providing or making available Your User Content on or through the Website You hereby grant to LOUDER.ME LLC the non-exclusive, non-limited, worldwide, perpetual within the legal protection period of intellectual property rights as defined by Ukrainian laws and international treaties, transferable, no cost, royalty-free, fully sub licensable right and License to:
- use Your Works and other User Content by Publicly Displaying, adapting, Streaming, Broadcasting, and otherwise use in any format including but not limited to formats MP3, WAV, FLAC, AAC, OGG, ALAC, MPA for audio Works, and formats MP4, AVI, MKV, MOV for audiovisual Works, within the License Territory through any service including video streaming, Video-on-Demand, audio streaming, OTT, IPTV, provided including, but not limited to this Website and/or mobile applications, the websites or services of any Third Party, including our Affiliates and Partners;
- create and use samples of the Works for the purpose of demonstrating and/or advertising and/or promoting the Works through Website, mobile applications (including Beta version), radio, TV;
- transmit and distribute the Works, including but not limited to Internet distribution, mobile distribution, radio broadcasting, TV broadcasting in a manner whereby any Person can access them from any place and at any time at their own discretion;
- convert and make available and otherwise communicate to the public the Worksand other User Content in any existing format including but not limited to formats MP3, WAV, FLAC, AAC, OGG, ALAC, MPA for audio Works, and formats MP4, AVI, MKV, MOV for audiovisual Works;
- publish, advertise, announce and use in any manner or medium, the name, pseudonym, sobriquet, biography, photographs, artworks including but not limited to albums, EPs, LPs, singles, maxisingles, vinyls, split albums, live albums, compilations, or other likeness, in connection with any exercise of granted to us rights;
- use, reproduce, adapt, publish, comment, evaluate, repost, apply sound and other effects to Your Works, translate, display any Your User Content in any manner, and in any and all distribution channels, venues, forms, media, or technology, whether now known or hereafter developed, alone or as part of other works, without further notice or any compensation to You;
- use Your Works for marketing and other promotional purposes;
- sub-license, sub-contract, assign or otherwise transfer the rights provided by You under this License, whether in whole or in part to other Users of our Website and Louder.me app, our Affiliates and Partners, as well as to the users of our Affiliate’s and Partner’s websites and mobile applications without further notice or any compensation to You.
The License Territory is the territory of the Universe.
LOUDER.ME LLC makes no representation, warranty or undertaking regarding the availability of Your Works to other Users and visitors of this Website and Louder.me app. We are under no obligation to post the uploaded Works or any other Your content.
PLEASE NOTE, THAT YOUR WORKS UPLOADED TO OUR WEBSITE WILL BE AUTOMATICALLY PARTICIPATED IN THE SELECTIONS TO OUR ON-LINE MUSIC SKILLS COMPETITIONS.
5. WARRANTIES WITH RESPECT TO YOUR WORKS UPLOADED OR OTHERWISE SUBMITTED ON OUR WEBSITE:
In order to post Your Works on our Website, You shall provide us with the following warranties.
You represent and warrant that:
- You are a person of legal age;
- You own or control all necessary rights (including but not limited to copyright and related rights) in order to grant the rights, licenses and permissions, specified in this Agreement and that the exercise of such rights, licenses and permissions by LOUDER.ME LLC and Sub-licensees shall not violate or infringe the rights of any Third party;
- You have obtained express permission from everyone who took, or is appearing in, your Works or other content;
- You had not previously licensed the granted rights with respect to Your Works to any Third party;
- LOUDER.ME LLC will not need to pay any payments, including royalties, to any Third party with respect to Your Works;
- You had not previously entrusted the Organization for collective management of proprietary rights to manage Your Works;
- Your Works does not infringe any third party's rights, including intellectual property rights and privacy rights;
- You have the legal authority to grant the License, and that no other Person is required to give its consent for the License to be valid. If you are a mediator or a representative of a right holder, You confirm that you have all rights to act on his behalf with respect to concluding this Agreement. In this case, all references to "User", "You" and/or "Your" means both You and the Persons, which You represent. If You don’t have such authority and/or You don’t agree with the provisions of this Agreement, don’t conclude this Agreement and don’t use and/or visit this Website;
- that in case of any claims / disputes by Third parties regarding the granted under the License rights, as well as provided warranties and permissions, You undertake to resolve them by Yourself and / or to compensate us all losses incurred in connection with such claims / disputes;
- You shall maintain the power of the worldwide License;
- for each Work You own, control, administer and/or represent all copyrights and related rights in the Works and other content that post on the Website and that no samples, covers, quotes, or any part of another’s copyright and/or related rights are used without written permission from all necessary rights holders for any use, including fulfilling all granted under the License rights;
- You are not bound by any contract or other document that prevents You from entering into this Agreement;
- You acknowledge that You will not be compensated in any way for our use of Your Works;
- You shall notify us in writing in case if You no longer own, control and/or represent all rights (including but not limited to copyright and related rights) in Works and/or You intend to enter into conflicting contract;
- You are fully responsible for any Your User Content that you submit, upload, post or otherwise provide or make available on or through the Website;
- You shall not permit or authorize any other Person to infringe our intellectual property rights, as well as intellectual property rights of our Affiliates, Partners and any Third Party;
- You shall not post irrelevant User Content, repeatedly post the same or similar User Content or otherwise impose unreasonable loads on our infrastructure;
- You shall not upload, transmit, or otherwise make available Work that contains any virus, trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, spyware, or malware;
- You warrant that You don’t act under a false identity and have not provided incorrect data;
- You accept that Your Works uploaded to our Website will be automatically participated in the selections to our on-line music skills competitions;
- You shall defend, indemnify and hold harmless LOUDER.ME LLC, our managers, directors, employees, Partners, Affiliates, Sub-licensees from and against any and all liability, claim, expenses, loss, damages whatsoever (including reasonable legal costs and attorney’s fee) which may be incurred as the result of:
(a) a Third Party claim in relation to any actual or alleged breach by You of any representation, warranty, undertaking, condition or Your undertaking set forth in this Agreement;
(b) Your breach of this Agreement.
- You are entirely responsible for any content You provide for our Website.
If we receive a copyright infringement notice that any of Your Work infringes the related rights, copyright or other intellectual property rights, we will send You a written notice with requirement to provide us with the justifications of Your rights to such Works. Your failure to provide us with the corresponding justifications within the specified in our notice period, will result in deleting such Work from our Website.
6. USER CONTENT
Subject to the terms and conditions of this Agreement, You are granted by the sublicense to use, download, upload, comment, evaluate the User Content posted on this Website.
This sublicense is:
- non-exclusive (this means that LOUDER.ME LLC can grant the same and similar sublicenses to other Users and Visitors as well);
- revocable (this means that LOUDER.ME LLC can terminate this sublicense);
- personal (this means that You may not use the User Content for any commercial purpose and for any non-personal use);
- non-transferable (this means that You may not transfer or sub-licence any of the rights that are granted to You under this Article of our Agreement to any other person);
- limited (this means that You can only use the User content for the purposes we set out in this Article of our Agreement); and
- conditional on Your compliance with this Agreement.
This sublicense does not represent a transfer of title in any User Content.
If You contravene the sublicense conditions, we reserve the right to terminate the sublicense, and permanently block Your access to our Website, as well as to take any other steps which we consider appropriate.
User content is provided "as is" and Your use of the User Content is at Your own risk. It may contain significant or insignificant program errors, bugs, worms and viruses, which may cause an operational interruption to Your computer system or mobile device. We provide no warranties, representations or guarantees, whether express or implied, with respect to any User Content.
7. RULES OF CONDUCT:
By using our Website You have to keep the rules of conduct. By using our Website, You agree NOT to:
- convey any racist, violent, xenophobic, malicious, rude, obscene or unlawful User Content;
- disseminate any User Content that may be harmful, defamatory, unauthorized, malicious or infringing on privacy or publicity rights, inciting violence, racial or ethnic hatred or qualify as gross indecency or incitement to commit certain crimes or offences;
- use our Website for political, propaganda or proselytizing purposes;
- publish any Works advertising or promoting services competing with the services provided through our Website;
- disseminate any information that may directly or indirectly allow the identification of an individual without his prior and express consent;
- intimidate or harass others Users and Website visitors;
- conduct illegal activities, including that may infringe anyone’s rights in and to any software, trademarks, photographs, images, texts, videos, etc.;
- use our Website in any manner which could disable, overburden, damage, or impair the Website, our servers or computer network, or interfere with any other User's or visitor’s use and enjoyment of the Website;
- violate the security of our Website, or obtain or attempt to gain unauthorized access to the Website, its content, computer systems or networks connected to any server associated with the Website or its content;
- use, upload, post, publish, transmit, distribute, reproduce, or in any way exploit any part of our Website or any its content for any non-personal and/or commercial purposes;
- use our Website in any way that may lead to the encouragement, procurement, or carrying out of any criminal activity;
- use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Website.
From time to time, links may be established from our Website to one or more external websites or resources operated by Third Parties. These links are provided for Your convenience only. In addition, certain Third Party websites also may provide links to our Website. None of such links should be deemed to imply that LOUDER.ME LLC endorses the Third Party websites or any content therein. We expressly state that we have no influence whatsoever over the content of any linked website, as well as do not control and are not responsible for any Third Party websites or any content, advertising, products, or other materials on or available through such Third Party websites. Access to any Third Party website is at Your own risk. Responsibility for information and services of linked websites rests entirely with the relevant Third Parties.
9. INTELLECTUAL PROPERTY:
All intellectual property rights in the content available on our Website belong to LOUDER.ME LLC or our licensors. The entire contents of this Website are protected by copyright and related rights. The content posted on this Website is freely accessible for private non-commercial purpose only. All trademarks, service marks, trade names and logos found on our Website are trademarks or registered trademarks of LOUDER.ME LLC, our licensors, our affiliates, or independent Third Parties whose services we use. Such trademarks, service marks, trade names, logos and copyright remain the property of their respective owners. Nothing contained on this Website should be construed as granting any license or right to use any trademarks, service marks, trade names and logos posted on this Website without obtaining the prior written consent from their respective owners.
LOUDER.ME LLC reserves all of its intellectual property rights in the services, provided by LOUDER.ME LLC through the Website. Using such services does not provide You with any ownership in our services or the content or information made available through such our services.
10. AVAILABILITY, ACCURACY AND CURRENCY OF INFORMATION:
Our Website is provided on an “as is” basis. At times, our Website may not be available or may be affected by faults or maintenance work, or by circumstances outside our control. No warranty is given about the quality, functionality, availability or performance of our Website or any content posted on the Website. We reserve the right to change, suspend or withdraw content from our Website, to suspend Your access to our Website, or to discontinue this Website or Website feature at any time without notice. LOUDER.ME LLC assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, Your computer, mobile device or other property with respect to Your access to, use of, or browsing in our Website.
Although LOUDER.ME LLC has taken all reasonable care to ensure that the information posted on this Website is accurate at the time of publication, LOUDER.ME LLC provides no assurance or guarantee, expressed or implied (including third-party liability), with regard to its accuracy, reliability or completeness.
11. LIMITATION OF LIABILITY:
YOU ASSUME ALL RESPONSIBILITY AND RISK ASSOCIATED WITH YOUR USE OF OUR WEBSITE AND SERVICES PROVIDED THROUGH OUR WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL LOUDER.ME LLC, OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, PARTNERS, LICENSORS, SUB-LICENSEES, SUCCESSORS, AGENTS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF LOUDER.ME LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR MISUSE OF THE WEBSITE; FROM YOUR INABILITY TO USE THE WEBSITE; OR FROM THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY USER CONTENT, THIRD PARTY SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY THIRD PARTY INFORMATION, ADVICE, OR ADVERTISEMENT RECEIVED THROUGH THE WEBSITE OR THROUGH ANY LINKS ON THE WEBSITE.
LOUDER.ME LLC may block, restrict, disable, suspend or terminate Your access to all or part of the Website and/or User Content at any time, without prior notice or liability to You, if:
- the termination of the activity of our Website occurs;
- the temporary suspension of the activity of our Website occurs;
- You have breached the provisions of this Agreement;
- LOUDER.ME LLC will receive the corresponding court order to restrict Your access to our Website.
Upon any termination of this Agreement, You shall immediately cease all access to and use of the Website.
With respect to the termination of the License, You have a right to terminate the License provided under the Article 4 of this Agreement prior the specified date in case if:
- You no longer own, control and/or represent all rights (including but not limited to copyright and related rights) in Works. In this case, You have to give us a written immediately to the email address: email@example.com. In case of receiving such notice from You concerning termination of License, We shall have 60 (sixty) calendar days for deleting the Works from our Website expiring from the date of receiving the License termination notice;
- You intend to enter into conflicting contract. In this case You have to give us a written notice to the email address: firstname.lastname@example.org, 60 (sixty) calendar days prior the date of entering into such conflicting contract. In case of receiving such notice we shall have 60 (sixty) calendar days for deleting the Works from our Website, expiring from the date of receiving the termination notice.
You agree that after termination this Agreement, Your undertaking to defend, indemnify and hold harmless LOUDER.ME LLC, or any of our directors, officers, employees, affiliates, Partners, licensors, Sub-licensees, successors, agents or suppliers from and against any and all liability, claim, expenses, loss, damages whatsoever (including reasonable legal costs and attorney’s fee) which may be incurred as the result of:
- a Third party claim in relation to any Your actual or alleged breach of Your any representation, warranty, undertaking, condition or obligation set forth in this Agreement, or/and
- any breach or alleged breach by You of any of this Agreement or applicable laws shall remain in force during 5 (five) years since the date of the termination this Agreement.
The Articles 5,7,8,9,10,11,12, 20,21 of this Agreement shall survive any termination of this Agreement.
13. FORCE MAJEURE:
We will not be responsible for the performance of any our obligation specified in this Agreement in the case of a Force Majeure Event. Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use reasonable endeavors to find a solution by which the obligations under this Agreement may be performed despite the Force Majeure Event.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or incapable of being enforced, such provision shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.
16. OTHER TERMS AND CONDITIONS:
Our Website may contain or offer promotions, in particular music skill competitions, or beta tests of new features of our Website, which may be subject to a separate or additional set of rules. It is Your responsibility to read such rules to familiarize Yourself with their provisions, as well as to understand whether or not Your participation or entry will be valid or restricted.
Any notice, request, demand or other communication with us concerning the provisions of this Agreement You can send to the e-mail: email@example.com.
Nothing contained in this Agreement shall be meant to establish a partner, joint venture or employee relations between LOUDER.ME LLC and the User of this Website.
This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in our products or trade secrets to the User or Visitor of our Website.
We reserve a right to update the text of this Agreement by making alterations of its provisions and/or amending them by new provisions and or deleting the existing provisions, and/or changing them in any other way at any time. Any amendment to this Agreement will be valid from the moment of posted the new version of this Agreement. We shall specify at the end of the document the date of its new adopting version. We shall notice You about the introduction of the new version of this Agreement via email. Contracting bargains from Your side, particularly in a form of proceeding uploading and/or downloading the Works, lack of notice about disagreement with the updated version of this Agreement during 30 (thirty) calendar days from its updating, shall be regarded as Your tacit acceptance with the new version of this Agreement.
20. APPLICABLE LAWS:
This Agreement is governed by and construed in accordance with the laws of Ukraine.
This Website is operated from the Ukraine. Your access to this Website is governed by all applicable Ukrainian laws.
Any and all disputes that may arise in connection with the provisions of this Agreement and subject to this Agreement, as well as all disputes relating in any way to the Website and our services, any dealings with us, any representations made by us, and/or Your use of our websites shall be settled under the exclusive jurisdiction of the courts of Odessa, Ukraine.
Address: 4/D Nebesnoy sotni av., Odessa, 65121 Ukraine
phone number: +380965835811
Date: September 19, 2018