SyncVault End User License Agreement

THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH OUR TERMS AND CONDITIONS (T&C'S).

UNAUTHORISED SYNCHRONISATION USE, COPYING, HIRING, LENDING, BROADCAST AND PUBLIC PERFORMANCE
ARE STRICTLY PROHIBITED.

HOW TO INTERPRET THIS AGREEMENT

1. This Agreement is with SoundVault Limited, t/a SyncVault, a UK company whose registered office is at - 303 The Pill Box, 115 Coventry Road, London, E2 6GH, United Kingdom, and it sets out the terms and conditions which apply to the use by you, as an end user, of music which you have downloaded and licensed from the Website. End users who register, search for, listen to and download music from the Website shall be called "you" or "your"; for the purposes of this Agreement.

2. This Agreement has some terms with special meanings. These meanings are set out in the definitions section in section 2, together with some rules explaining how to interpret this Agreement. These terms are used with a capital first letter and when used for the first time shall appear in bold.
3. You are advised to read the terms of this Agreement carefully as it sets out details of some restrictions and limitations upon the use of your chosen chosen Tracks (in addition to those Track-specific restrictions shown on the Website under the track information tab), as well as details of the permitted use which the Tracks may be used for.

1 Introduction

1.1 By clicking "I agree" you are agreeing to be legally bound by this Agreement, the Terms and Conditions, the Cookie Policy, and the Privacy Policy, all of which are available on the Website and incorporated herein by reference. You warrant that you are 18 years or older, or otherwise have your parent or guardian's consent.

1.2 This Agreement grants you the right to use the Music in audio-visual and podcast productions created by you in accordance with and through the media specified for your Subscription type.

2 Definitions

In this Agreement the following words and expressions shall have the following meanings:

"Channel(s)" means your YouTube, Facebook, Instagram, Twitch, Twitter, podcast channel(s) and / or other social media websites and apps now or hereafter known that you have linked to your SyncVault account page.

"Creator Productions" means content produced by you to be made available solely on the Channel(s).

"Rights Holders" means the rights holders of the music and SFX tracks available on SyncVault.

"Subscription" means the applicable plan selected by you to access the music licensing service offered by SyncVault in accordance with the terms set forth in this Agreement.

"Subscription plan" means the individual types of Subscription as more particularly set out in [Schedule 1 ].

"Term" means the period commencing on the later of your acceptance of the terms of this Agreement and expiring on termination by you or by SyncVault in accordance with clause 6 below.

"Territory" means the world.

"Track" means the specific sound recordings and their underlying musical compositions which you choose to license through the Website.

"Website" means SyncVault.com and any other domain name that links to SyncVault.com.

"Whitelisting" means the process of making a channel or individual video content exempt from claims by the copyright owner as more particularly described in clause 4.

3 License grant and restrictions

3.1 Subject to the terms and conditions of this Agreement, SyncVault hereby grants to you for the Term and in the Territory:
(a) the right to access the SyncVault music catalogue to make copies of Tracks solely in order to synchronize them, in whole or in part, in your Creator Productions; and
(b) the right to upload and distribute any Creator Production containing Tracks on the licensed Channel(s) in perpetuity, provided that the Creator Production is completed, uploaded, and published on a Channel in accordance with the terms of this Agreement.

The rights in (a) and (b) above do not include the right to collect public performance royalties, or to license any third party the right to exploit any Creator Production, or to exploit any Creator Production other than as specifically set out in this Agreement.

3.2 For the avoidance of doubt, the licence granted under this Agreement does not cover:
(a) any use of Creator Production(s) outside the Channel(s) and may not be uploaded or embedded on third party channels, websites or physical products;
(b) use of any Tracks outside the Creator Production(s);
(c) use of Tracks in connection with any Creator Production which is defamatory, illegal or inciteful of an illegal act; racist; hateful or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; constitutes encouragement of violence or use of weapons. You shall comply with any applicable laws and regulations.

3.3 All rights and licences granted hereunder are non-exclusive, non-transferable and non-assignable and may not be sub-licensed. You may only use Tracks in accordance with the rights granted under this Agreement.

3.4 SyncVault will refresh the Tracks available on the Website from time to time throughout the Term. Tracks must be used within a period of 15 days from the date on which you download it (subject always to clause 6.3 below), or such other shorter time period as you are notified by SyncVault in writing or by their Use By Date as displayed on the Website. Failure to do so may mean that your use of a Track cannot be Whitelisted.

3.5 You may sublicense the rights granted to you hereunder solely and to the extent required for the purpose of creating and distributing the Creator Content during the Term.

3.6 Additional restrictions may apply to specific Tracks from time to time of which you will be notified via the Website prior to download.

4 Channels Including Ad Funded Channels

4.1 For all Channels, you must notify SyncVault of the Channel URL or Channel I.D. in accordance with the instructions on the Website, failing which you shall not be able to monetise Creator Content. SyncVault will verify the notified Channel(s) and will procure that they are Whitelisted on the appropriate platform to enable you to use and monetise Track(s) in accordance with this Agreement.

4.2 Subject to your compliance with this Agreement and correct Whitelisting, you may receive income from the display of advertising around your Channel. If a Channel or a Creator Production is not Whitelisted correctly or at all, SyncVault, or its Rights Holders may block usage or claim and retain for itself any associated advertising revenue relating to any period where Whitelisting is not in place. If a Creator Production using a Track is incorrectly claimed by SyncVault (or one of our Rights Holders), you may notify SyncVault at support@syncvault.com and SyncVault will release its claim within a reasonable time following receipt of such notification.

5 Term and termination

5.1 SyncVault has the right to terminate your account and this Agreement and to suspend your access to the Website at any time and with immediate effect in the event of a breach by you of the terms of this licence. In such instance, SyncVault will have no liability or responsibility to you, or pay out any earnings due.

5.2 After termination, your Whitelisting shall no longer apply to new Creator Productions posted on the relevant Channel, and you must destroy or remove from any storage any and all copies of Tracks downloaded by you unless they are already within a Creator Production.

5.3 The provisions of clauses 6, 7, 8 and 9 shall survive termination of this licence and you may continue to distribute Creator Productions in accordance with Section 3.1 (b) and Whitelisting in respect of previously licensed Creator Productions shall remain active.

6 Ownership and intellectual property rights

6.1 SyncVault sublicences for and on behalf of each Music Partner, who own and control all copyright in the Tracks. Details of copyright ownership may be found in the music track information on the Website.

6.2 You hereby acknowledge that you do not acquire any proprietary rights as a result of this Agreement in relation to any Music.

7 Trademarks and credits

7.1 You have no right to use SyncVault’s trademarks, brands or trade names and no rights in relation to them are granted to you.

7.2 You must undertake where possible to ensure that SyncVault’s name is credited in Channel data in conjunction with the display of any Creator Production containing the Music. Credits substantially similar in form and substance to the following are acceptable: “Music provided by https://syncvault.com”. The credit will, if possible, be displayed as a hyperlink to https://syncvault.com.

7.3 To qualify for earnings you must ensure that the Artists name, Track name, LinkFire is credited in Channel data and displayed with hyperlinks (provided to you from SyncVault upon download of track) in conjunction with the display of any Creator Production containing the Music and the track License key.

8 Liability

8.1 Unless expressly stated otherwise in this Agreement and to the extent permitted by law, SyncVault does not give any other representation, warranty or recourse, express or implied and SyncVault hereby excludes all terms, representations and warranties that might otherwise be implied into this Agreement.

8.2 SyncVault’s liability under this Agreement shall not exceed the Fee paid for the relevant Music relating to the warranty breached. SyncVault shall not be liable for any loss of profit or opportunity or for any indirect or consequential loss of any kind howsoever arising out of and/or in connection with this Agreement.

8.3 Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury arising through negligence or for fraud or for anything else that may not be excluded by law.

8.4 You indemnify SyncVault and keep SyncVault at all times fully indemnified from and against all actions, proceedings, claims, awards, demands, costs, damages and expenses (including, without limit, all legal costs) incurred and/or suffered by SyncVault however arising directly or indirectly as a result of any breach or non-performance by you of any of your undertakings, representations, warranties and/or obligations under this Agreement.

9 Disclaimers

You acknowledge and agree that the SyncVault music player is provided "as is" and SyncVault disclaims all warranties express or implied, including but not limited to (a) implied warranties of merchantability or fitness for a particular purpose; (b) warranties as to the quality or performance of the materials, information, services, technology and/or content provided under or in connection with this Agreement, including but not limited to any limitations on user access to or use of content; and (c) warranties as to the performance of computers, technology and/or networks.

10 Assignment

You may not assign any rights and/or obligations under this Agreement. SyncVault may transfer this Agreement and / or any of its rights and/or obligations under this Agreement to any third party provided that such third party agrees to be bound to this Agreement.

11 Severability

If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect under applicable mandatory law, the validity, legality and enforceability of the remaining provisions shall not be affected. Such severed provisions shall be revised only to the extent necessary to make them enforceable.

12 Amendments

Occasionally SyncVault may, in its discretion, make amendments to this Agreement. If amendments are made to this Agreement, SyncVault will notify you through the Website. By continuing to use the Website after changes to this Agreement have been made you are expressing and acknowledging your acceptance of the changes.

13 Applicable law

This Agreement shall be construed according to the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.