Last Revised: June 8th, 2020
- By registering to a Creator Account or submitting Creator Content to our Creator Platform, you (hereinafter “Creator”) hereby agree to these Creator Terms (the “Creator Terms”), as may be amended from time to time, in addition to the Terms, which are incorporated herein by reference.
- The definitions which appear in these Creator Terms shall have the meaning ascribed to them in our Terms.
- These Creator Terms should not be interpreted as derogating from any of the obligations or responsibilities set forth in any other agreement between the Creator and Audioburst (including the Terms); however, in the event of any conflict between these Creator Terms and any other agreement, the provisions set forth herein shall prevail, unless specifically stated otherwise in such agreement.
Grant of License
- When you create, publish, post, upload or contribute Creator Content to our Creator Platform, for the purpose of making use of the features made available via our Websites or Platform, including for the purpose of distributing and/or streaming the Creator Content within an Embedded Player – such Creator Content belongs to you and you agree to grant Audioburst an irrevocable, non-exclusive, worldwide, transferable, royalty-free, sub-licensable license to:
- Use, copy, store, publish, display, broadcast, make publicly available, exploit, link, distribute, reproduce, download, translate, abridge, amend, modify, adapt, create derivative works of and otherwise use the Embedded Player (including the creator Content contained therein), and allow Audioburst to sub-license others to do so, strictly for the purpose of providing, publishing, embedding, distributing or promoting the Embedded Player on the Platform or through any third party websites or applications (including for any advertising or commercial purposes related thereto); and
- Incorporate advertising material or sponsored content, inside or adjacent to the Creator Content, as well as publishing, distributing or promoting Creator Content through the Platform, on any media channels and in any format, including in Embedded Player, and to authorize others (including, without limitation, our service providers, partners, advertisers, publishers and customers) to do so; and
- Identify and credit you as the creator of such Creator Content and use any information that you have provided during your registration to our Platform (for example your name, photograph and other information) in connection with the publication, distribution, advertising or promotion of the Creator Content, and to allow others to do so for any purpose.
- The Creator hereby waives and agrees to not assert any Moral Rights the Creator may have in or with respect to any Creator Content. This provision shall survive the termination of these Creator Terms or the Terms.
- When you create, upload or contribute Creator Content to our Platform, you represent to us that:
- The Creator Content does not violate the Terms and/or these Creator Terms or contain any Objectionable Content.
- You will not use the Creator Platform or the Embedded Player for placing or delivering advertising materials, sponsorship, or promotions, unless explicitly agreed upon by Audioburst in writing by entering into a written agreement which will include the terms for such usage.
- You have obtained all rights (including intellectual property rights) and approvals, necessary to grant Audioburst and other Listeners and/or customers (including, without limitation, the Publishers) the licenses provided herein in connection with the Creator Content, and that your use of the Creator Content doesn’t conflict with any permits or licenses you may have granted to others.
- You are solely responsible for the Creator Content, and assume all risks associated with it, including any person’s reliance on its accuracy or claims that might stem from such Creator Content, as well as any liability, cost, expense or loss to Audioburst or to any third party resulting from such Creator Content.
- You agree to indemnify and hold Audioburst or anyone on its behalf (including its and its subsidiaries’ shareholders, directors, officers, employees, service providers, partners and agents) harmless from any liability, cost, damage and expense (including reasonable legal fees) caused or resulting from the Creator Content including any claim concerning violation or infringement of any proprietary rights.
- You understand that we are under no obligation and do not guarantee that the Creator Content will be displayed or promoted on our Platform.
- You understand that although we exercise reasonable efforts to preserve the materials stored on the Creator Platform, you are solely responsible for creating back-ups of your Creator Content, and we shall not be responsible or liable in any way for the failure to preserve your Creator Content.
- Without derogating from Creator’s representations and warranties under these Creator Terms, Creator agrees that Audioburst, or anyone delegated on its behalf shall have the right, but not the obligation, to monitor Creator’s compliance with the Terms and/or these Creator Terms, in any form or technology chosen by Audioburst according to its sole discretion. Creator shall have no claim or demand against Audioburst with respect to such monitoring.
Subscription Term, Renewal and Fees Payment
- Some of the services in the Creator Platform may be provided on a subscription basis (“Limited Features”) for the term specified in Websites or in an Insertion Order, in accordance with the respective subscription plan (the “Subscription Plan“) purchased under the terms made available on the Websites or such Insertion Order (the “Subscription Term“, and collectively “Subscription“).
- In consideration for the granting of license to use Limited Features, Creator shall pay Audioburst the applicable fees per the purchased Subscription Plan, as made available on the Websites or set forth in the applicable Insertion Order (the “Subscription Fees“). Unless indicated otherwise, Subscription Fees are stated in US dollars. Creator hereby authorizes Audioburst, either directly or through our payment processing service, to charge such Subscription Fees via Creator’s selected payment method upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. Audioburst reserves the right to change the Subscription Fees at any time, upon notice to Creator if such change may affect Creator’s existing subscription upon renewal. In the event of failure to collect the Subscription Fees owed by Creator, Audioburst may, in its sole discretion, retry to collect at a later time, and/or suspend or terminate the Creator Account, without notice.
- The Subscription Fees are exclusive of any and all Taxes, except for Taxes imposed on our income.
- During the Subscription Term, Creator may upgrade its Subscription Plan by either: (i) upgrading to a higher type of Subscription Plan; or (ii) adding add-on features and functionalities subject to upgrade notice by Audioburst (collectively “Subscription Upgrade(s)“). Upon a Subscription Upgrade, Creator will be billed for the applicable increased amount of Subscription Fees, at the then current rates, either: (1) prorated for the remainder of the then current Subscription Term; or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Creator will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Creator upon the date on which the Subscription Upgrade was made.
- We shall have the right, at our sole discretion, to offer Subscriptions at different pricing and/or impose additional restrictions as for the upload, storage download and use of the Creator Platform, including, without limitation, restriction on third party services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time etc., if we believe that Creator have misused the Creator Platform or otherwise used it in excessive manner compared to the anticipated standard use (set at our sole discretion).
- As part of registering or submitting billing information to the Creator Platform, Creator agrees to provide us with updated, accurate and complete billing information, and authorize Audioburst (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise refund or take any other billing actions) from Creator’s payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Creator’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Creator’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Creator’s credit card company).
- In order to ensure that Creator will not experience any interruption or loss of services, Creator’s Subscription includes an automatic renewal option by default, according to which, unless Creator cancels its subscription prior to its expiration, the subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal to the greater of (i) a minimum of one (1) year or (ii) equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to Creator, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the previous Subscription Term). Accordingly, unless either Creator or Audioburst cancel the Subscription prior to its expiration, we will attempt to automatically charge Creator the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Creator wishes to avoid such auto-renewal, Creator shall cancel its Subscription at least thirty (30) days prior to its expiration. Except as expressly set forth in these Creator Terms, in case a Creator cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Creator will not be refunded or credited for any unused period within the Subscription Term.
- If any invoiced amount is not received by Audioburst by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
Billing and Refund
- Your Creator Account will be charged for the annual subscription plan you’ve chosen. The subscription fee (plus any applicable taxes and other charges) will be charged to you at the beginning of the paying portion of your subscription.
- If you cancel your Subscription, your cancellation takes effect on your next billing cycle. This means we won’t be able to refund you for any unused portion of your services.
- Both the Trial Service and the Subscription Plans are subject to certain usage limitations or limits (including, for example the number of users you can generate etc.; collectively “Usage Limit(s)”).
- The Usage Limits shall be as communicated to you, within the Platform or in an Insertion Order, and strictly as measured or calculated by Audioburst.
- The Creator hereby acknowledges that by exceeding the Usage Limits, Audioburst may work with you to seek to reduce your usage so that it conforms with the Usage Limits. If, notwithstanding our efforts, you are unable or unwilling to abide by contractual Usage Limits, you will execute an Insertion Order promptly upon our request, upgrade you Subscription Plan and/or pay any invoice for excess usage in accordance with the terms herein.
- Audioburst may terminate or suspend the licenses provided herein at any time and cease providing you access to Creator Platform in its sole discretion (“Termination for Convenience”) or if: (i) you violate these Creator Terms; (ii) infringe or accused of infringing the intellectual property or other rights of others; (iii) if you violate any terms, restrictions or limitations specified in any additional agreement(s) you may enter into with Audioburst or that may apply to your specific use of the Creator Platform; or (iv) if you otherwise create risk or possible legal exposure for us (“Termination for Cause”)
- Termination for Cause will be without any compensation or liability of Audioburst and shall not relieve Creator of any obligations arising or accruing prior to such termination or limit any liability which Creator otherwise may have to Audioburst, including without limitation any due payments or indemnification obligations contained herein.
- Creator may terminate its Subscription to the Creator Platform by cancelling the Subscription or deleting the Audioburst Account. Such termination shall not derogate from Creator’s obligation to pay applicable Subscription Fees until the end of the then current Subscription Term without any refund for pre-paid Subscription Fees.
- Termination of a Creator’s access to and use of the Creator Platform shall not relieve Creator of any obligations arising or accruing prior to such termination or limit any liability which Creator otherwise may have to Audioburst, including without limitation any indemnification obligations contained herein.
Creator agrees that Audioburst may use the Creator’s name and logo for advertising and publicity purposes and may refer to the existence of their relationship on the Platform and in press releases, advertising, or marketing materials distributed to prospective partners, and for that purpose Creator hereby grants Audioburst an irrevocable, perpetual, worldwide license to use Creator’s name, logo, label or any other trademarks or symbols associated with the Creator.