Content Partner Agreement
This Audecibel Content Sharing Agreement (ACPA) is made as of the date of acceptance of this agreement between You (Content Partner) and We, AppSmartz (hereinafter referred as Company). This agreement has been made at office of AppSmartz at SAS Nagar Mohali, Punjab – India and on acceptance of its terms and conditions in the manner provided hereinafter, its execution place will be at SAS Nagar Mohali, Punjab – INDIA though the same is accepted across the world.
By submitting your registration information, Metadata for your content through email or other mediums to AppSmartz and/or selecting/ clicking "I Agree", You electronically sign and accept this agreement with all terms & conditions mentioned in this agreement. In case you disagree with any of terms mentioned in this agreement, you should not click/select the "I Agree" or not upload the content on our platform named "Audecibel".
Since this agreement is written in simple English language, so, the company has no liability to translate into the any particular/specific language of partner and while accepting the terms of this agreement, it will be believed that the partner has accepted the terms of this agreement after going through it in his/her own language/vernacular.
- Audecibel: – refers to a platform accessible through the web www.audecibel.com, API, mobile app etc., which offers the content partner/s and content aggregator/s to upload/register/index, his audible contents to increase the audience of his content through "audecibel's" and its developer partner's visitor/s.
- Company: – refers to "AppSmartz", its directors, partners, members, staff, agents, subsidiaries, affiliates, licensees, associates, successors, developers, aggregators and assignees
- Content: – refers to live/stored contents like dispute free and non-derogatory, non-defamatory song, audio books, podcasts, radio stream, Webcast, Satellite Radio, music, speech and all other audibles uploaded/registered/indexed by content partners on the "Audecibel"
- Content Partner: – (in short Partner) refers to a person, authorized person, company, legal entity, employee of the company, having competency to understand the terms of this agreement by his sound mind and giving appropriate age under the law of his country,, company, instituted or any legal and identifiable entity, which includes, radio broadcaster, podcaster, Webcaster, Satellite Radio owner, audio content owner, aggregators, singer, musician, society, community radio/s who at his free and volunteered will uploads, registers, indexes his or his principal's content.
- Developer Partner: -refers to the person/legal entity to use and share the content without infringing, violating, breaching any right of the content partner, audecibel or company vested in the content.
- Gender: – The pronoun "he" and its derivatives are used of any person, whether male, female, or company etc.
- Intellectual Property Rights: – (In short IPR) refers herein all the sole and exclusive rights vested with the content such like litigation and dispute free copyright, trademarks, logos, images, name, design, slogans, service marks, ownership, graphics, texts, software, APIs, services, labels, components, digital rights, title, interest of the content, which also includes required licenses/s, permission/s, approval/s, recommendation/s,
- Visitor: – refers to the person/legal entity, who enjoys the content on Audecibel.
- Grant of Rights
- To add it in the list/directory of the company in any category of the content as defined above as content partner/ content owner.
- To use his streaming link, meta data, other graphical presentation by the company in its Apps and its associates and to share the same with its developer/s.
- To link and publically display and publically perform any information provided by the partner or his any content.
- To record/ store the streaming content uploaded/registered/indexed by the partner on the audecibel or by developer anywhere for its later access/ use on demand basis etc.
- To a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to reproduce, publically perform, publically display and distribute the metadata and content to developer or third parties for the purpose of providing access/list/search the content or directory, display of metadata of content. The partner acknowledges and agrees that the content or metadata may be used by these third parties, developer or company through their websites, Applications and Devices for any purpose without infringing the rights of partner vested with the same.
- Not to infringe copyright or IPRs of content of another partner
- To each visitor, the rights to visit, access and share the content uploaded on the audecibel.
- Content Presentation
The content may be free or premium content depends subject to the decision of partner as: –
- Free Content: is the content available to the visitor/user at free of cost
- Premium Content: is the content available to the visitor/user on the payment of premium.
- The Partner cannot remove the premium content on receipt of premium and on payment of premium, the visitor/user shall have continue and irremovable access of the content.
- The partner will also provide sample content as an offer for premium content.
- On acceptance of this agreement, the content may be presented with the name and identity of partner before the visitor with the logo, image, name, design of the company and the partner shall have no objection over it.
- Initially, the content will be uploaded/registered/indexed by the partner on the audecibel. However, the company will also have editorial control over the content and the company may also authorize any third party or developer for it without the prior written consent of partner.
- The content may be free or paid as per the discretion of the partner.
- That the partner has assured to the company that the contents uploaded by him on the audecibel for presentation before the visitor are his actual, exclusive and not copied or reproduced and the same are not defamatory, derogatory to any law or person/legal entity and are legally permissible to upload and listen.
Partner represents, warrants, and covenants to the company that:
- He is sole and exclusive owner and having all the required license/s, permissions, approvals, recommendations (if any), litigation and dispute free copyrights, trademarks, interests, title, logos and other proprietary rights in his name with regard to the content and metadata.
- The partner has duly accepted the execution, and delivery of this ACPA.
- This ACPA constitutes a legal, valid and binding obligation of partner.
- This ACPA is enforceable against company in accordance with its terms. The company cannot be sued by the partner, visitor, third party or developer or any other person/or legal entity on account of any infringement of copyright, regarding the ownership, title, name, concern etc of the content uploaded on the audecibel and used by any person across the world online or offline on its downloading.
- Partner owns or has the necessary licenses, rights, consents and permissions, copyrights and other proprietary rights in and to the Metadata and Content to enable a person or company to listen his content and to enable the company or third party and/or developer authorized by the company to use all trademark, copyright, foregoing rights, permissions etc. as per the discretion of company.
- Partner has filed all necessary paperwork for and complies with the rates, terms, and conditions of the statutory licenses applicable as per the laws of his country or has entered into binding and valid agreements with respective companies (holding the copyrights), for the reproduction and digital audio transmission of sound recordings on rates, terms, and conditions authorized under the foregoing statutory licenses; and
- Company will not owe any royalties to any third party, including, but not limited to, any performing rights or collective licensing organization, musical work copyright owners, music publishers and/ or sound recording copyright owners, record labels, their agents or exclusive licensees, featured or non-featured vocalists or musicians, songwriters, composers, unions, guilds, producers, engineers or the like for any reproductions, public displays, communications to the public or public performances made.
- Reservation of Rights
- Both the parties acknowledge and agree that no IPR or other rights are assigned or otherwise transferred under this ACPA, and disclaim any and all implied licenses. The parties of this ACPA hereby retain their respective IPR with them.
- Under this ACPA, each party shall own any information collected by such party through its service, website, stream, player or device or by any source and the same shall be considered as their exclusive Property/ies.
- Company may at its sole discretion and from time to time change, add or remove features and functionality of the audecibel itself, or through third party and developer/s without any notice to the partner.
- The terms of this ACPA shall commence on the date of acceptance and will remain effective till it's terminated. The partner shall terminate this ACPA by removing his content from the audecibel. But, removing the content does not mean that any visitor, company, third party or developer may not the use the content offline. The company may terminate this ACPA at any time without giving any notice to the partner.
- Company reserves the right, in its sole discretion, to remove the content wholly or partly from the audecibel and its Directory at any time, for any or no reason, without notice or liability to the partner.
- Licensing and Warranty
- Partner hereby grants company a limited, non-exclusive, royalty-free license to use, on a worldwide basis either online or offline, his names, IPRs, trademarks and service marks in print, broadcasting and/or online or offline materials, to communicate, in a manner that is truthful, accurate, and representative of the relationship between the Parties.
- Partner hereby grants Company a sub-licensable, royalty-free, nonexclusive, worldwide and fully paid-up license to reproduce, distribute, publicly display, publicly perform, transmit, communicate to the public, resize, and otherwise use of slogans, logos, trademarks and/or information of partner uploaded to the Sign-Up Page or otherwise make available to company to advertise, market and promote the content anytime, anywhere online or offline.
- Partner hereby grants Company a non-exclusive royalty-free, unrestricted license to transmit or re-transmit the content. The License shall include the right for subscribers, recipients and users/visitors of the company, its Apps, partners, developers or third party/ies authorized by company.
- Advertising & Revenue
- Company may sell, sponsor, promote the advertisement space on the content either directly or through third parties or ad agency/ies, to be displayed, to be listen or performed before, during or on completion of content, as desired by the partner.
- The company may also use the content, its title or design OR name of the partner for advertisement or promotion of audecibel anytime, anywhere. The company shall have no obligation to pay any amount to the partner for using such name/s, title or design etc for it.
- The partner will not claim anything from the company on the use of content, name, design, IPRs etc. of the partner, if the same are used by the company for promotion of its business of its any associate or branch anywhere anytime and in any manner.
- By way of example and not limitation, the company may run pre-roll, mid-roll and/or post-roll advertisements. Advertisement may be either displayed or audible.
- The advertisement may be available on both the contents i.e. Free Content Ad or Premium Content Ad. The Ad on content may be posted/published by the company, developer, third party, ad agency/ies hired by the company or by any person/entity authorized by the company to do so.
- For Premium Content the company shall pay a part of revenue earned from the premium content to the partner subject to the decision of company.
- Representations and Warranties
- The partner shall not deliver to company any content, for which it does not have all requisite IPRs, other rights, power and authority to license to company for use as contemplated in this Agreement.
- Partner commits to provide Company with correct and comprehensive information regarding its contents.
- Partner shall provide any additional information about himself AND/ OR his content as and when required by the company or any public authority.
- Company makes no warranty that the uploading of content will meet the requirements of partner.
- Partner hereby agree to indemnify and hold Company harmless from any claim, action, suit or proceeding made or brought against Company arising out of or related to breach of any term of this ACPA by the partner.
- Partner shall defend, indemnify and hold harmless company and its directors from and against any loss, liability, damage, expense or claim, including penalties, interest and reasonable attorney's fees and expenses, arising from or out of:
- The transmission, distribution, sharing, developing, uploading, registration, indexing the content;
- Any breach, or alleged breach, of any of the terms of this ACPA;
- Any claim that partner does not have all requisite rights or IPRs of the content for uploading /registration etc. as contemplated in this Agreement;
- Any claim by any third party /entity claiming infringement of his IPRs or other rights or by any person/entity claiming that the content is defamatory, derogatory, libelous or slanderous or has violated any other law, regulation, ordinance, judgment or ruling;
By agreeing to this agreement ACPA, partner hereby authorizes the company
All notices and other communications in connection with or relating to this Agreement or the subject matter hereof shall be in writing, shall be communicated by e-mail. Any e-mail communication deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 5:00 p.m. IST, otherwise it will be deemed to have been delivered on the next business day. The email address for Company correspondence is: email@example.com
The courts at Mohali, Punjab – India shall have jurisdiction in case of any dispute between any party concerned or aggrieved or related to the system, manner transmission, content, partner, IPRs, license of any type of dispute or any violation of this agreement. However, dispute if any, will be referred to the Arbitrator solely appointed by the Company, the fee of whom will be paid by the parties in equal shares.