LOUDLY - END USER LICENSE AGREEMENT & TERMS OF USE

CAREFULLY READ THESE TERMS AND CONDITIONS. BY AGREEING TO USE THE SOFTWARE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.

1. 1. DEFINITIONS

The following definitions shall apply to this license agreement:

1.1 "Loudly" refers to the product licensed under this agreement, consisting of Software and, if applicable, additional Content.

1.2 "Software" refers to the computer program in object code format (web, mobile or any other format available) contained within Loudly, including all updates and upgrades, with the exception of provided Content.

1.3 Within this agreement, "Content" refers to all Content in the Software and made available via Loudly Software such as music & audio files, video files and photo files, written text as well as other sounds and templates that contain such files. Such Content is available for free or is fee-based.

1.4 Within this agreement, "User-generated Content" refers to any Content which has been created by a user & uploaded to Loudly Software.

1.5 "Commercial Use", for the purpose of this agreement, constitutes any commercial use and any use of the Software or Content for the direct or indirect purpose of financial benefit (e.g. by means of sale, licensing, advertising, etc.).

2. COMPANY OWNERSHIP

Loudly is a Software fully owned and operated by Loudly GmbH. For the purposes of this agreement, we will refer to ‘Loudly’ or ‘we’ as a substitute for Loudly GmbH (company entity) where relevant.

3. TERMS OF USE

3.1 Registration is required in order to use Loudly or ensure that specific functions are running properly. The user is responsible for the general use and security of their user account.

3.2 The user account may be temporarily or permanently blocked if Loudly deems that the user has violated this agreement (‘End User License Agreement’) or our Community Guidelines.

3.3 By using or visiting the Loudly Software, Loudly mobile application or any Loudly products, software, data feeds, and services provided to you on or through the Loudly Software and mobile application (collectively the “Software”) you are entering into a legally binding agreement with Loudly GmbH. If you do not agree to any of these terms, please do not use the service.

3.4 Subject to your strict compliance with these Terms of Use and our Community Guidelines during your use of the Software, Loudly grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right to use the Software to view Content uploaded and posted on the Software, to listen to audio Content streamed from the Software, or to use the Software for any other purpose. You are allowed to share and download audio Content using the Software's features, provided that the relevant function has been enabled by the user who uploaded the Content (the "Uploader") and the functions and audio Content are geographically available.

3.5 This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

4. USE OF LOUDLY

Under the conditions laid out in this agreement, we grant users the non-exclusive and non-transferable right to use Loudly. We retain ownership, copyright and other proprietary rights related to Loudly. The user acknowledges Loudly's ownership as well as all proprietary rights to the Software, backup copies and documentation. The user is solely responsible for the proper contractual use of Loudly. The Code of Conduct is an integral part of this agreement. Loudly reserves all rights, including those not expressly granted under this agreement.

5. USE OF MATERIALS FOUND ON THE SOFTWARE

The information, artwork, text, video, audio, pictures, software and other intellectual property (collectively, "Content") contained on the Software are protected by copyright and international laws. You may only access and use the Content for personal or educational purposes or as expressly provided for in this End User License Agreement. You may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the Content, unless authorized by the appropriate copyright owner(s). In the event that you print Content found on the Software, you must include any copyright notice originally included with the Content on all copies. You may not link directly to any media file located on a Loudly server, except where explicitly allowed to do so. You should not attempt to claim any Content as your own work. Any computer software downloadable or otherwise available on the Software is provided subject to the terms of this End User License Agreement. Before using any Loudly logo or trademark, please contact Loudly.

6. COPYRIGHT AND TRADEMARK INFRINGEMENT POLICY AND NOTIFICATION PROCEDURE

Loudly does not own the musical compositions, sound recordings, art or other written or visual images (collectively, the "Content") posted by third parties to the Software. All Content is posted by an individual, group or company (collectively, the "Artist") who has represented and warranted to Loudly that, among other things, neither the Content nor the names, trademarks and service marks under which Content is promoted (collectively, the "Name") infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights.

Since Loudly is not in a position to determine who has the prevailing claim to use any particular Content or Name posted to the Software, its policy on such matters is that they be resolved directly by the parties alleging misuse of their Content and/or Name (the "Complainants") and the Artists. We recommend that Complainants immediately notify Artists about allegations of infringement by going to the Artist's page on the Software, clicking the Contact link and contacting the Artist directly.

Complainants may notify Loudly concerning any Content and/or Name being used on the Software in violation of their rights by sending an email to info@Loudly. Loudly shall only use information provided by Complainants in accordance with its then-current Privacy Policy and as reasonably necessary to address any allegations contained therein, which may include disclosing some or all the information to Artists. In most cases, soon after receiving written notice alleging infringement, Loudly will either remove the allegedly infringing Content and/or Name from those pages identified or, at its election, remove those pages where they appear in the Software.

7. YOUR CONDUCT

You shall use the Loudly Software for lawful purposes only. You shall not post or transmit via the Software any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Loudly's express prior approval, contains advertising or any solicitation with respect to products or services.

In addition, if we feel that a user abuses Loudly in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) possible copyright infringement, possible libel and slander, possible credit card fraud, criminal behaviour or offenses. Loudly reserves the right to refuse service, terminate accounts, and/or cancel orders at its sole discretion and without notification.

8. CONTENT & OFFENSIVE MATERIAL

8.1 All audio files, text, photographs, images, graphics, comments and other Content, data or information that you upload, store, transmit, post, exchange or make available on or through the Software are created and controlled solely by you and not by Loudly and are solely owned and controlled by you and not by Loudly. Loudly does not claim ownership of your Content and you hereby expressly acknowledge and agree that you remain the sole owner of your Content.

Without prejudice to the End User License Agreement, you may not upload, store, distribute, post, transmit, display, perform, make available, continue to make available or otherwise publicly display any Content to which you do not have the necessary rights. In particular, any unauthorized use of any copyrighted material within your Content (including by reproduction, distribution, modification, adaptation, public display, public performance, creation of derivative works, making available to the public, or any other form of public performance through the Software), whether unauthorized or at any time thereafter unauthorized, constitutes an infringement of the rights of third parties and is strictly prohibited. Such violations may result in termination of your access to the Software, as well as civil or criminal prosecution by or on behalf of the respective rights owner.

8.2 Loudly offers a wide selection and variety of Content to our members and users. Content in the form of music, audio, video, photo, text may be uploaded or posted to Loudly Software. Loudly also analyses all uploaded Content in order to improve the overall service for our end-users in the form of 1) enhancing our ability to recommend Content 2) sound recognition analysis to identify genres & audio attributes 3) tagging, classification & the conversion of sound analysis into numerical data

8.3 Loudly makes best efforts to filter out harmful material and we also rely upon the user community to flag inappropriate Content at which point Loudly might remove such Content based on an internal decision process. Content may contain profanity or otherwise inappropriate or offensive material for children or other members and/or users. Members and/or users must evaluate and bear the risk associated with the use of the Software and related services. Loudly suggests that parents should supervise their children’s on-line activities and consider using parental control tools available to help provide an appropriate on-line environment for their children. Users are also encouraged to contact Loudly for evaluation of possible offensive material. Loudly reserves the right to act on such notices at its sole discretion.

We may from time to time invite you to provide feedback to the Software or provide you with the resources necessary to do so, and in such circumstances any feedback you provide will be deemed non-confidential and Loudly has the right, but not the obligation, to use such feedback freely.

9. LICENSING

9.1 By uploading your Content to the Software or posting your Content on the Software, you initiate an automated process for transcoding audio Content and instruct Loudly to store your Content on our servers from which you may control and authorize the use, types of reproduction, transmission, distribution, public display, public performance, accessibility and other public disclosure of your Content on the Software or elsewhere using the Services. To the extent necessary for Loudly to provide the above hosting services to you, to perform the functions set forth in this End User License Agreement, including displaying and/or distributing advertising on our Software, and/or to enable your use of the Software, you hereby grant Loudly these limited, worldwide, non-exclusive, royalty-free and fully paid licenses to Loudly.

9.2 Notwithstanding the foregoing, these Terms of Use do not grant any rights to any other user of the Software with respect to the name, logo, trademarks or service marks uploaded by you (for example, your profile picture), other than the right to reproduce, publicly display, make available and otherwise publicly display those marks, automatically and without modification in the course of the reposting of tracks to which You have associated those marks.

9.3 The licenses granted in this section are granted separately with respect to each element of your Content that you upload to the Software. Licenses with respect to audio Content and images or text in your account will automatically terminate if you remove such Content from your account. Licenses in respect of comments or other Content you submit to the Software are perpetual and irrevocable and will continue to be valid without prejudice to any closure of your account.

9.4 Removing audio Content from your account automatically deletes the files from Loudly's systems and servers.

9.5 Content other than your Content is owned by the respective Uploader and is or may be subject to copyright, trademark or other intellectual property rights. This Content may not be downloaded, reproduced, distributed, transmitted, uploaded again, republished, displayed, sold, licensed, made accessible or otherwise publicly displayed or used for any purpose other than via the features of the Software and subject to the terms and conditions set forth on the Software by the Uploader or with the express written consent of the Uploader. If you repost another user's Content or include another user's Content in a playlist or channel or if you listen to another user's Content offline, you do not acquire any ownership rights of any kind to this Content. Subject to the rights expressly granted in this section, all rights in the Content are reserved to the respective Uploader.

10. USING THE SOFTWARE AND CONTENT FOR COMMERCIAL PURPOSES

Software: The Software may be used solely for non-commercial purposes.

Content: The Content may be used solely for non-commercial purposes.
• This also applies to music, video or photo data as well as the corresponding templates acquired through or by means of Loudly Products.
• A transfer to third parties for commercial purposes (e.g. within the scope of contractual work) is not permitted.
• Exploitation of Content outside the scope of personally created work, i.e. separate from the work results achieved with the Software is prohibited in all cases. Prohibition to copy and rent; amendment prohibition
• Loudly cannot be commercially rented out or commercially lent in any other form to a third party in exchange for payment.
• In accordance with §§ 69d & e UrhG (German Copyright Act), the user may not make any changes to the licensed software, personally or by third parties. The user may not disassemble the Software into its components, nor modify the object code, decode, copy or use it in any way other than that foreseen in the contract.

11. WARRANTIES

You hereby warrant to Loudly that:

11.1 Your Content and each part thereof is an original work created by you or, you have obtained all rights, licenses, consents and permissions necessary to use your Content in accordance with this End User License Agreement at any time during the applicable use and (if and to the extent applicable) to authorize Loudly to use your Content in accordance with this End User License Agreement, in particular the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make and otherwise publicly perform your Content and any part thereof through the Software.

11.2 Your Content and its availability on the Software does not infringe any rights of third parties, including but not limited to intellectual property rights, rights of performing artists, personal rights or rights to confidential information.

11.3 You have obtained all necessary consents, permissions and/or releases from all persons appearing in Your Content to include their names, voices, performances or images in Your Content and to publish them on the Software and through Linked Services.

11.4 Your Content, including any comments you may post on the Software, is not unlawful, libellous, defamatory, pornographic or obscene, nor does it glorify or incite violence, terrorism, unlawful acts or hatred based on race, ethnicity, cultural identity, creed, disability, sex, identity or sexual orientation.

11.5 Your Content does not create any liability of Loudly, its subsidiaries, affiliates, successors and assigns, or their respective employees, agents, directors, officers and/or shareholders. Loudly reserves the right to remove your Content, block or terminate your access to the Software, and/or pursue any legal remedy that we believe may be necessary to obtain the above warranties or otherwise infringe another person's rights or violate any law or other applicable regulation.

12. LIABILITY FOR CONTENT

You hereby acknowledge and agree that Loudly:

12.1 stores Content and other information upon instruction, upon request and with the consent of its users,

12.2 plays only a passive (transit) and/or host role in uploading, storing and distributing such Content,

12.3 does not play an active role or provide assistance in the presentation or use of the Content. You are solely responsible for all Content you upload, post or distribute on or through the Software and, to the fullest extent permitted by law, Loudly disclaims all liability with respect to all Content (including your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that Loudly does not and cannot review the Content created or uploaded by its users and that neither Loudly nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders are obligated (but entitled) to inspect the Software for Content that is inappropriate, infringes or is likely to infringe the rights of any third party, or that has otherwise been uploaded in violation with our End User License Agreement or applicable law, and do not assume any obligation to inspect the Software for such Content.

Loudly and its subsidiaries, its affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby disclaim to the fullest extent permitted by law any liability that may arise from Content uploaded to the Software by Users, in particular claims for infringement of intellectual property rights, personal rights and claims with regard to the publication of offensive, defamatory, pornographic or obscene material or claims with regard to the completeness, accuracy, timeliness or reliability of information provided by users of the Software. By using the Software, you irrevocably waive the right to make any claim with respect to the foregoing against Loudly or its subsidiaries, its affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

13. INDEMNITY

You agree to indemnify Loudly against all claims, liabilities, damages, losses, expenses and costs, including reasonable attorneys' fees, arising out of any of the following:

13.1 any breach by you of our End User License Agreement or our Community Guidelines,

13.2 any claim by a third party for copyright infringement or infringement of any other intellectual property right or invasion of privacy due to hosting your Content on the Software and/or making it accessible by you to other users of the Software and/or the actual use of your Content by other users of the Software in accordance with our End User License Agreement and the terms and conditions established by you with respect to the distribution and sharing of your Content,

13.3 any activity related to your account, either by you or any other person accessing your account with or without your consent, unless such activity is caused by any act or omission of Loudly.

14. COPYRIGHT & TAKEDOWN NOTICE

Loudly will comply, in a commercially reasonable period of time, with any take-down notices as may be delivered to Loudly’s Copyright Agent (information provided below) provided that, upon Loudly receiving such notification, Loudly may request proof of copyright ownership from the copyright owner prior to complying with any such take-down notice.

Email: [email protected]
Address: Loudly GmbH, Quedlinburger Str. 1, Berlin 10589, DE
Attn: Copyright Act Agent

15. LICENCE CONDITIONS OF OTHER MANUFACTURERS

If Loudly contains additional software from other manufacturers, or should additional software be integrated, then compliance with the use and license conditions of the manufacturer of said delivered additional software is also compulsory. The provision of Loudly through all software stores (including, where applicable, the purchase of virtual goods and virtual items) is subject to the additional conditions of the individual software store and all other conditions arising from this context as part of this agreement. Loudly is not responsible and shall not be liable for any purchases or payment transactions made through a software store.

16. SUPPORT

Loudly offers electronic Internet support via www.justaddmusic.zendesk.com during the warranty period. The rendering of support is at the sole discretion of Loudly and is not connected with any guarantee or warranty.

17. MODIFICATION OF TERMS AND CONDITIONS:

From time to time Loudly may modify these Terms and Conditions in its sole discretion. When such modification is made, Loudly will post a revised version of this End User License Agreement on the Software. Modifications will be effective on the date when they are posted. Loudly is not required to provide you with notification that any such modification has been made. It is your responsibility to review these Terms and Conditions from time to time to be aware of any such modifications. Each time you log on to the Software, you will be deemed to have accepted any such modifications.

18. OTHER

18.1 This agreement constitutes the entire agreement of the parties regarding the contract purpose. Collateral agreements shall not exist. No verbal or written statements made by Loudly or any Loudly employee can alter or question the validity of this license agreement.

18.2 Should one or more of the conditions in this agreement be or become invalid, this will not affect the validity of the remaining agreement. A substitute provision will replace the invalid condition, such as comes closest to the intended purpose. The contract is subject to the law of the Federal Republic of Germany.