Terms of Use

LAST UPDATED: 27th August 2022

PLEASE READ THIS TERMS OF SERVICE CAREFULLY. BY USING THIS WEBSITE AND/OR REGISTERING AS A LICENSOR (“YOU/YOUR”) WITH US, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREIN.

YOU SHOULD BE AT LEAST 18 YEARS OF AGE TO ACCESS THE SITE. IF YOU DO NOT AGREE TO THESE TERMS (INCLUDING ANY REFERENCED POLICIES OR GUIDELINES), PLEASE TERMINATE YOUR USE OF THE WEBSITE.

This Terms of Service (the "Terms") governs your use of Fairplay through our website www.fairplaysound.com (collectively, "Platform") owned by Fairplay Sound Pvt. Ltd. ("We/Us/Our/FAIRPLAY"). These Terms include, and incorporates by this reference, the Privacy Policy as well as the policies and guidelines referenced below.

We may revise these Terms and Conditions at any time. Such modification shall become effective immediately when published on the Platform. We will alert you that revisions have been made by indicating on the top of these Terms the date it was last revised. Your continued use of the Platform and/or its Services after such revision will constitute your acceptance of the revised Terms. Please check the Platform regularly to verify whether or not these Terms or other documents referred to herein have been modified.

1. About the Platform

The Platform is a marketplace for offer and purchase of synchronization licenses (“Services”). It facilitates Artists/ Rightsholders to offer to license their sound recordings, with or without underlying literary works (“Works”) for the purpose of synchronization of the Works with the Platform’s Users (“Users”) content.

2. Using the Platform

1. Registering as a ‘Licensor’ with us

You can apply to register as a Licensor on the Platform if You are –

an artist owning and/or controlling the rights in the Works; or
a music label/other entity owning and/or controlling the rights in the Works; or
holder of the exclusive power to administer the Works on behalf of the rightsholders.

Please note that individuals/entities owning fractional shares in the Works are not eligible to “Become a Licensor” on the Platform.

You can register as a Licensor on the Platform by submitting your details on the “Become a Licensor” page (“Application”). When you send your Application, you guarantee that the information you provide to us is accurate, complete, and updated. In the event we discover that you have provided inaccurate, incomplete, or obsolete information to us at the time of submitting your Application, we shall have the right to terminate your Account forthwith.

Further, there is no automatic acceptance of an Application. Each Application is thoroughly reviewed and vetted by Us. Once we accept your Application, we will communicate a username and password to enable you to sign-up and create a Licensor Account on the Platform.

2. Your Account:

Once you sign-up on the Platform, you are responsible for maintaining the security and confidentiality of your Account, including, but not limited to, restricting third party access to your computer and/or Account. You agree to accept sole responsibility for any and all activities or actions that occur under your Account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

3. Uploading Your Works:

Licensors do not have the option to directly upload their Works on the Platform through their Account. Each Work sought to be offered for licensing by each Licensor must be approved by us before it can be uploaded on the Platform.

When you want to offer your Works on the Platform, you must share the Works with us (master recordings only) in audio format (“Audio File”) by sending it to [insert relevant email ID] along with all the relevant details, such as the mode, medium and purpose for which you are offering to licence your Works as per the classifications provided here [insert link].

Please be very careful while selecting the classification. The pricing of the licence as well as use of the Works by the Users is determined, inter alia, on the basis of the classification you select. Our decision regarding uploading your Works on the Platform is final.

Please note, when you share the Works with us for our approval, you make all the representations and warranties as stated in Clause 3 below.

Once we approve the Works for being offered for licensing through our Platform, we will request you to share the master recording with us in a compatible format so that we can upload the same on the Platform.

4. Determination of licence fees

FAIRPLAY may suggest price points for each license you are willing to provide on the Platform. However, the ultimate decision in respect of the pricing will be solely yours. FAIRPLAY does not make any representation or warranty on the quantum/ value of revenues that you may generate from using the Platform and/or granting the licence(s). In the event you do not receive a fair price for your license, the same shall not be FAIRPLAY’s liability.

5. Convenience Fees

A convenience fee of 10% (ten percent) on the license fees as determined will be charged to the Licensor per transaction that takes place on the Platform.

6. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance these Terms and any other agreement entered into between us. You agree not to use the Platform:

in any way that violates any applicable national or international law or regulation;
for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise;
to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation;
to impersonate or attempt to impersonate us or our employees, another user, or any other person or entity;
in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend FAIRPLAY or Users of the Platform or expose them to liability.

Additionally, you agree not to:

1. Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform;
2. Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
3. Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent;
4. Use any device, software, or routine that interferes with the proper working of the Platform;
5. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform;
7. Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack;
8. Take any action that may damage or falsify us/the Platform.
9. Otherwise attempt to interfere with the proper working of the Platform.

LEGAL TERMS AND CONDITIONS

3. Representation and Warranties:

By using the Platform including uploading your Works on the Platform, you represent and warrant that:

You are of legal age (18 years and above) and/or otherwise legally eligible / authorized to enter into a contract on your behalf or on behalf of another individual/entity;
You own rights in the Works and/or you hold the power to administer the Works on behalf of all the rightsholders;
the Works do not violate any applicable Indian laws in force;
your Works do not violate the intellectual property rights, privacy rights, publicity rights, contract rights or any other rights of any person or entity in any manner whatsoever;
you understand the nature of the license in your Works being granted by you to us and the Users under these Terms;
you will extend full co-operation to us in the event of any dispute/issues raised by our Users in respect of your Works, the licence purchased by our Users on the Platform; and/or for any other reason; and
you understand that we may have to terminate your account and/or remove your Works pursuant to any orders, rules, notifications, etc. received from the authorities.

We reserve the right to terminate your account and/or remove your Works from the Platform if you are found to be violating any of the representations and warranties. The same shall be without prejudice to our right to adopt appropriate proceedings against you under the applicable laws.

4. Your rights and grant of licence:

By sharing your Works on our Platform for Users to see and/or hear, you grant us the exclusive, royalty-free, sub-licensable right to host, store, cache, use, display, reproduce, modify, edit, publish, analyze, transmit, and distribute, publicly perform and/or communicate to the public such Works on and through the Platform for the purpose of providing our Services. This licence includes a right for us to make your Works available for use/exploitation to our Users, once the license fee has been paid on the Platform.

You alone remain responsible for the Works you upload and license through the Platform. You retain any and all of your rights to the Works you submit, post or display on or through the Platform and you are responsible for protecting those rights. We take no responsibility and assume no liability for the Works.

5. Our rights and grant of licence:

The Platform and its original content (excluding Content), features and functionality are and will remain the exclusive property of FAIRPLAY (“Material”). The Platform is protected by the intellectual property laws of India, foreign nations and international bodies. Unauthorized use of the Material may violate copyright, trademark, and/or other laws.

Subject to the terms herein, FAIRPLAY grants you a non-transferable, non-exclusive, revocable, limited license to access the Platform solely for your personal use. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast, or otherwise exploit the Material, except as expressly permitted by us.

6. Third-Party Links

The Platform and our Services are integrated with third party applications, websites and other services to make the Service and the Platform available to you as a User. These third-party applications may have their own terms and conditions of use, among other things, and your use of these third-party applications will therefore be subject to the applicable terms and conditions for such third-party provider. We are not responsible or liable for behavior, content or features of any third-party application/website.

7. Term and Termination

Subject to this clause, these Terms will remain in full force and effect while you use the Platform and survive for all actions prior to termination. We may suspend or terminate your rights to use the Platform at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of your rights under these Terms, your account and right to access and use the Platform will terminate immediately. You understand that any termination of your account may involve deletion of your Works, and all other details associated with your account from our Platform and/or live databases. We reserve rights to store such content for monitoring, analyzing or for any legal purposes. FAIRPLAY will not have any liability whatsoever to you for any termination of your rights under these Terms.

8. Disclaimer of Warranty

THIS WEBSITE IS PROVIDED BY FAIRPLAY ON AN “AS IS” AND “AS AVAILABLE” BASIS. FAIRPLAY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED HEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE, THE CONTENT AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER FAIRPLAY NOR ANY PERSON ASSOCIATED WITH FAIRPLAY MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER FAIRPLAY NOR ANYONE ASSOCIATED WITH FAIRPLAY REPRESENTS OR WARRANTS THAT THE WEBSITE, THE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

FAIRPLAY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

FAIRPLAY SHALL NOT BE RESPONSIBLE AND/OR LIABLE FOR ENFORCEMENT OF LICENSOR’s RIGHTS IN THE EVENT OF INFRINGEMENT BY ANY THIRD PARTY.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW.

9. Indemnification

You will release, indemnify, defend and hold harmless FAIRPLAY, and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including attorneys' fees and expenses, charges, etc, of third parties relating to or arising out of (1) these Terms and/or Privacy Policy or the breach of your warranties, representations and obligations under these Terms and/or Privacy Policy; (2) your unauthorized use of the Material; (4) breach of any intellectual property or other proprietary right of any person or entity; or (6) any information or data you supplied to FAIRPLAY being inaccurate or incorrect or false.

If FAIRPLAY is threatened with suit or sued by a third party, you shall be liable to indemnify FAIRPLAY from all liabilities, claims, damages, costs and expenses, including attorneys' fees and expenses, etc. FAIRPLAY will have the right to participate in any defense by you of a third-party claim related to your use of any Material, with counsel of our choice at your expense. FAIRPLAY will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend FAIRPLAY against any claim, but you must receive FAIRPLAY’s prior written consent regarding any related admission or settlement. The terms of this provision will survive any termination or cancellation of these Terms or your use of the Platform.

10. Limitation of Liability

To the maximum extent permissible by the applicable laws, and in no event will FAIRPLAY and/or its affiliates be liable to you for any damages whatsoever, including without limitation, indirect, incidental, special, punitive or consequential damages, or lost profits, arising out of, or in connection with, your use of the Platform whether the damages are foreseeable, and/or whether or not you have been advised of the possibility of such damages in advance. If you are dissatisfied with the Platform, your sole and exclusive remedy is to discontinue using the Platform.

Except as otherwise required by applicable law, any claim or cause of action arising out of or relating to your use of the Platform and/or our relationship with you, must be brought within 30 (thirty) days of the occurrence of the event giving rise to the claim or cause of action, or the same will be deemed to be forever barred.

FAIRPLAY and/or its affiliates shall, under no circumstances whatsoever, be liable for any delay and/or default in performance under this agreement caused by an event beyond its reasonable control, including but not limited to, war, accident, act of god, industrial action, embargo, pandemic, epidemic, etc.

11. General

Entire Agreement- These Terms comprises the entire agreement between you and FAIRPLAY and supersedes any prior agreements pertaining to the subject matter contained herein;
Effect of Waiver- The failure of FAIRPLAY to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect;
Governing Law; Jurisdiction- This Platform originates from Mumbai, Maharashtra. These Terms as well as the Platform content will be governed by the laws of India. Any dispute arising out of these Terms shall be submitted for adjudication to exclusive competent courts in Mumbai alone. By using this Platform, you consent to the jurisdiction and venue of such courts in connection with any action, suit, proceeding, or claim arising under or by reason of these Terms.
Domestic Use- FAIRPLAY makes no representation that the Platform is appropriate or available for use in locations outside India. Users who access the Platform from outside India do so at their own risk and initiative and must bear all responsibility for compliance with any applicable local laws. These Terms along with the Privacy Policy, as interpreted and enforced under the Indian laws, shall be applicable to Your use of our Platform.

12. Contact Us

Please send your feedback, comments, requests for technical support by email: support @fairplaysound.com.

13. Grievance Redressal

In case of any grievances, including any complaints regarding the platform, infringement or take down, please contact our Grievance Redressal Officer at:

Name: Ravdeep Anand

Email address: support@fairplaysound.com

Copyright ©. All rights reserved. All trademarks, logos and service marks displayed on the Platform are our properties or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

BY USING THIS WEBSITE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS.