Terms and Conditions
Ossia Studio Terms of Service
Last Updated: 17 August 2020
Welcome to the Ossia Studio website, brought to you by AI Music Limited, a private limited company with registered offices at 42/44 Buckhurst House, Sevenoaks, Kent, England, TN13 1LZ (“AI Music”, “we”, “our” or “us”). Thank you for your interest in our website https://www.ossiastudio.com/ (the “Website”) and our audio advertising tool, Ossia Studio (the “Platform” together with the Website the “Services”). The Services provide users (“you” or “user”) with the ability to create audio advertising campaigns combining voice recordings and backing track remixes, and to obtain a license to use such campaigns for limited purposes.
These Terms constitute a legally binding contract between you and us regarding your use of the Services. Please read these Terms carefully prior to accessing or otherwise using the Services.
Ossia Studio Terms of Service
These terms of service (“Terms”) and all other rules and agreements that we may publish from time to time on the Website (“Additional Terms”) govern your use of the Services as a guest or a user.
Your acceptance with the Terms during your registration for the Platform, and otherwise your use of the Services, constitutes your agreement to these Terms. If you do not accept these Terms, you should not, and are not permitted to, use the Services.
We reserve the right to modify these Terms and any Additional Terms at any time. Such modification enters into force when published on the Website or communicated to you in any other appropriate manner. Your continued use of the Services after such modification is valid as consent thereto.
If you are using the Services on behalf of an organisation, you agree to these Terms on behalf of that organisation and represent that you have the authority to do so.
You may authorise any person to access and use the Services (such a person being an “Authorised User”). You are responsible for ensuring that Authorised Users comply with these Terms and you will be liable for any acts or omissions of the Authorised Users.
You may use the Website as a guest. To access the Platform, you must register for an account at https://app.ossiastudio.com/signup. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, country, and other information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password.
You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, or if you become aware of any unauthorised attempt to access your account, you must immediately notify us at email@example.com.
To ensure the integrity of our Services, if we suspect you are acting in violation of these Terms or any Additional Terms, or engaged in illegal or improper use of the Services, we reserve the right to:
a. suspend your account;
b. reinstate your account;
c. permanently disable your account and terminate these Terms; and
d. take measures to prevent the further use of the Services by you.
We may do so without incurring further liability to you or to provide you with a refund of any fees paid by you if you are found to be in breach of any of these Terms or engaged in illegal or improper use of the Services.
We reserve the right to pursue permanent injunctive relief and other applicable legal remedies.
We also reserve the right to suspend or terminate your account, and delete any content contained within it, if there is no account activity for three consecutive years. We will provide you with three months’ notice to the email address you have provided to us to warn you before doing so.
Subject to your complete and ongoing compliance with the Terms, we grant you (and other users whom you authorise to use the Services):
a. a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for the purpose of generating audio advertising for as long as you have an account with us; and
b. a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the audio advertising content generated through the use of the Services and paid for by you in accordance with these Terms ("Audio Advertisement”) for the duration agreed to upon your Purchase of the Audio Advertisement, solely for the purpose of digital and radio audio advertising, and in line with any other conditions communicated to you prior to purchase.
Except for the limited licenses granted in paragraph 3.1, you have no right to use the Services or Audio Advertisement and no right, title, or interest shall be transferred to you.
Use of the Services
You will provide your own audio content to upload onto the Services for the purpose of generating Audio Advertisements, including your audio recording (the “Voiceover”). Any associated costs for the production, acquisition, or upload, of the Voiceover shall be borne by you.
You remain solely responsible for:
a. the accuracy, completeness, reliability and fitness for purpose of your Voiceover and Audio Advertisement;
b. obtaining the rights and permissions required for your Voiceover and to share the Audio Advertisement; and
c. backing up your Voiceover as well as the Audio Advertisement.
We will not be responsible, nor do we make any warranties (express or implied) in relation to any of your Voiceover or Audio Advertisement. We will not be liable for any failure to store, or for the loss or corruption of, your Voiceover or the Audio Advertisement.
We will endeavour to keep the Services operational. However, for technical, maintenance or for various other reasons, the Services may become unavailable.
The Services are provided on an “as is” and “as available” basis and, subject to applicable law, we make no warranty and/or representation (express or implied) as to the availability, usage, or fitness of purpose of the Services. You use the Services is at your own risk.
We will not be liable for any delay or failure to provide the Services caused by any events, circumstances or causes beyond our reasonable control.
We reserve the right at any time, and from time to time, to modify, discontinue, whether on a temporary or permanent basis, any of the functions or features of the Services with or without notice to you.
Restrictions of Use
If you are prohibited under applicable law from using the Services, the Voiceover or the Audio Advertisement, you may not use them. You agree that you are solely responsible for compliance with all applicable laws, rules and regulations that may apply to your use of the Services, the Voiceover and the Audio Advertisement.
You agree that you will not:
a. allow, attempt to obtain, assist, or to otherwise make available to, third parties access to the Services other than as permitted in these Terms;
b. license, transfer, assign or otherwise commercially exploit the Services to third parties other than as permitted in these Terms;
c. upload or store any material that is, or appears to be, unlawful, illegal or in any way defamatory or harmful, or which infringes another person’s right to privacy, confidentiality or third party copyright, trade marks, or any other third party intellectual property rights (such materials being the “Prohibited Materials”), nor to use the Platform to create any form of Prohibited Material;
d. use the Platform to create Audio Advertisement(s) other than for the use of audio advertising or as otherwise set out under paragraph 3 above;
e. use the Services in a way that promotes any illegal or unlawful activity including but not limited to solicitation, gambling or the sale of prescription medicines;
f. use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users or to probe, scan or test the vulnerability of the Services;
g. collect or harvest any information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running the Services;
h. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services;
i. create, using any information made available by or on our Services, any product, software or service where its expression or functionality is similar to that or competes with the Services;
j. make any modifications to the Audio Advertisement once generated by the Platform; or
k. otherwise use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously in the use of the Services.
If you are, or become aware, that any uploaded content, including your Voiceover, or Audio Advertisement constitute or may constitute Prohibited Materials, please notify us immediately by contacting us at firstname.lastname@example.org.
We reserve the right to remove and delete any uploaded content, including your Voiceover or Audio Advertisement, on the Services without notifying you in order to protect the security and integrity of our Services.
Fees and Payment
We will charge all applicable sums for use of the Audio Advertisement upon checkout.
In addition, we will charge you VAT as applicable to the country you are in at the time of payment, as indicated by you upon checkout.
You must have internet access and provide us with a current, valid and accepted payment method to complete payment for the Audio Advertisement. For certain payment methods you may be charged a foreign transaction fee or other charges. Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement https://stripe.com/gb/connect-account/legal. By agreeing to these Terms you agree to be bound by the Stripe Connected Account Agreement, as may be modified by Stripe from time to time. You agree to provide us with accurate and complete information about you and agree to us sharing it and transaction information connected with your account with Stripe.
We reserve the right to determine the fees for your use of the Platform and Audio Advertisement and will make reasonable efforts to keep you apprised of any changes to our pricing. We encourage you to check our website periodically for current pricing information at https://www.ossiastudio.com/pricing.
You expressly accept that after completing payment for the Audio Advertisement, you waive any entitlement: (a) to cancel the supply of the Audio Advertisement; and (b) to any cooling off period.
If you believe that you are entitled to a refund, please contact us at email@example.com. You will not be able to request a refund upon the expiration of your license to use the Audio Advertisement. We reserve the right to determine the payment of any refund.
We may suspend or terminate your account and your access to the Services if any amount associated with your account is due but unpaid.
Intellectual Property Rights
You warrant that you own, or have otherwise lawfully obtained, the rights and permissions to use all intellectual property rights in your Voiceover, and your use of the Services will not infringe the intellectual property rights of any third party and complies with all applicable laws.
By providing your Voiceover to or via the Services, you assign to the us absolutely and with full title guarantee any intellectual property rights of whatever nature, whether now known or created in the future, vested in such Voiceover throughout the world for the whole term of such intellectual property rights including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights.
All content available through the Services and on our website, including trade marks, designs, text, graphics, pictures, videos, information, applications, software, music (including backing track remixes), sound, Audio Advertisement(s) and other files, are the intellectual property of AI Music and its third party licensors (“AI Music IP”).
Your use of the Services does not grant you any right to use the AI Music IP, except as set out explicitly within these Terms.
We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Services, you may contact us following address:
AI Music Limited
ATTN: Legal Department (Copyright Notification)
42/44 Buckhurst House, Sevenoaks, Kent, England, TN13 1LZ
Any notice alleging that your materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:
a. an electronic or physical signature of the individual authorised to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Services;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorised by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.
We will promptly terminate without notice the accounts of users that are determined by us to be “repeat infringers.” [A repeat infringer is a user who has been notified of infringing activity more than twice or who has had their Voiceover or Audio Advertisement removed from the Service more than twice].
Where required by law, we reserve the right to disclose your identity to any third party, regulator or authority who may claim that any of your Voiceovers or Audio Advertisements violates intellectual property rights or constitutes Prohibited Material.
Any information relating to AI Music or a user, or the customers, finances, sales, marketing, products, suppliers’ business, employees, business operations, projections, forecasts, management, prospective business, operations, strategies, technical processes, software, computer systems, source code, design documents, API, staff, intellectual property of AI Music or a user, in any form (whether written, electronic, graphic, oral or otherwise) that may come into your possession in connection with these Terms and could reasonably be expected to be regarded as confidential shall constitute confidential information (such information being “Confidential Information”).
If you receive or have access to Confidential Information, you undertake to treat and keep all Confidential Information strictly confidential.
During your use of our Services and for an indefinite period following the end of your use of our Services, you will not use or disclose to any third party (and will use best endeavours to prevent the unauthorised publication or disclosure of) any Confidential Information.
The restriction in paragraph 8.3 does not apply to:
a. any use or disclosure authorised by us;
b. any use or disclosure required by applicable law, provided you give us as much notice of such disclosure as possible; or
c. any information which is already in, or comes into, the public domain otherwise than as a result of your unauthorised disclosure.
To the fullest extent permitted by law, you are responsible for your or your Authorised Users’ use of the Services, and you will defend and indemnify us and our officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, “Representatives”) from and against any claim brought by a third party, and any related liability, direct or indirect damage, loss, and expense (including reasonable legal fees, costs or settlements), arising out of or connected with your or your Authorised Users’:
a. unauthorised use of, or misuse of, the Services;
b. breach or violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law, rule, or regulation;
c. violation of any third party’s right, including, without limitation, any intellectual property right or privacy right; or
d. dispute or issue with a third party.
We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defence of those claims.
Limitation of Liability
Nothing in these Terms will exclude, limit or restrict either party’s liability for (i) fraud or fraudulent misrepresentation committed by that party, (ii) death or personal injury resulting from the negligence of that party, or (iii) any other matter in respect of which liability cannot by applicable law be limited.
You agree that, to the extent permitted by applicable law, our total liability to you in contract, tort, misrepresentation or otherwise arising in connection with the performance or contemplated performance of our obligations under these Terms shall be limited to the lower of (i) the total amount you have paid under these Terms for use of the Audio Advertisement giving rise to such liability; or (ii) £500.
To the fullest extent permitted by law, in no event will we or our Representatives be liable for:
a. any indirect, special, incidental, punitive, exemplary, or consequential damages (including damages for loss of profits, reputation and/or goodwill, income, sales or revenue, business, business interruption, anticipated savings, data, wasted management or office time or any other intangible loss); or
b. any loss of use, data, business, or profits (whether direct or indirect);
in all cases arising out of the use or inability to use the Services and/or Audio Advertisement, without regard to whether we have been warned of the possibility of those damages, and even if a remedy fails of its essential purpose.
These Terms set out the full extent of our obligations and liabilities in respect of your access to the Services and we are not liable or bound by any representation, warranty or other term unless as expressly stated in these Terms.
We do not represent, undertake, promise or guarantee the success or reach of any advertisement campaign that makes use of the Services.
We may terminate these Terms immediately on written notice to you (email being sufficient) if we suspect you are acting in violation of these Terms or any Additional Terms, or engaged in illegal or improper use of the Services.
Upon termination of these Terms, all your rights and licenses granted under these Terms shall cease, and you must immediately cease all use of the Services.
The following paragraphs will survive termination of these Terms together with any other terms which contemplate performance or obligations after termination: paragraph 4 (Use of the Services), paragraph 5 (Restrictions of Use), paragraph 6 (fees and payments), paragraph 7 (Intellectual Property Rights), paragraph 8 (Confidentiality), paragraph 9 (Indemnity), paragraph 10 (Limitation of Liability), this paragraph 11.3 and paragraph 14 (Miscellaneous).
Third Party Terms
We may provide tools or features through the Services that enable you to interact with, including export information to, third-party websites or services, including through features that allow you to link your account with an account on a third-party website or service, or a third-party payment processor, or through our implementation of third-party buttons (such as sharing buttons).
By using one of these tools or features, you agree that we may transfer such exported information to the applicable third-party website or service.
Third-party websites and services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party service’s use of your exported information. You acknowledge and agree that such interactions with third-party websites or services may be governed by one or more third parties’ terms, conditions, and/or policies.
Subcontracting or Assignment
You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of the rights and obligations under these Terms without our prior written consent.
We may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms and we may contract or delegate in any manner any or all of our obligations under these Terms to any third party or agent.
Failure to enforce any of our rights against you will not constitute a waiver of such rights, nor does it mean you do not have to comply with such obligations.
These Terms constitute the entire agreement between you and AI Music in relation to your access and use of the Services. You acknowledge and agree that you have not relied on any statement, promise or representation made, or given by or on behalf on AI Music in which is not set out in these Terms. Nothing in this paragraph shall limit or exclude any pre-contractual liability for fraud.
If any term or provision of these Terms is found to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term of provision of these Terms or the remaining part of such term or provision, or invalidate or render unenforceable such term or provision or part therefore in any other jurisdiction.
Upon determination that any term or provision or part thereof is invalid, illegal or unenforceable, such valid legal, enforceable term or provision as corresponds as closely as possible to the commercial intention of the parties shall apply.
In the alternative, such invalid, illegal or unenforceable term shall be deemed deleted and the validity and enforceability of the other provisions shall not be affected.
Nothing in these Terms is intended to constitute a partnership or joint venture of any kind between you and us.
Nothing in these Terms will affect your statutory rights.
A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
These Terms, its interpretation and any non-contractual obligations arising from or connected to it are governed by the laws of England and Wales. You and AI Music irrevocably agree that the courts of England and Wales are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms.
To find out more information about our Services, or if you need assistance with your account, please visit our website at https://www.ossiastudio.com/.
In the event of any conflict between these Terms and information provided by customer support or from other sections of our Services, these Terms shall prevail.