These Standard Terms and Conditions (“Standard Terms”) are part of the Music License Agreement signed between the Artist(s) and Voiz. The Principal Terms, these Standard and any other Platform terms made available (either by reference herein or published on the Platform) to the Artist(s) are to be read collectively. All of them form one and the same agreement. Acceptance of the Principal Terms shall be considered as acceptance of these Standard Terms as well.
Voiz may update these Standard Terms from time-to-time and upon such updates being made, Voiz shall on best effort basis endeavour to send a notification to the Artist(s) via email listed in the Principal Terms. However, the Artist(s) is required to periodically visit this link and read the Standard Terms.
Click here to view the definitions/meanings attached to words, expressions, and abbreviations as used in the Agreement and rules of interpretation of the Agreement.
Voiz grants the Artist(s) access to the Platform to upload and make available Licensed Content to the Subscribers in accordance with the terms of the Agreement.
Voiz specifically warrants as follows:
3.1. That Voiz has adequate authority to enter into this Agreement and is not disqualified by any law or any decision of any court.
3.2. That Voiz has not breached the provisions of any law or statute of the country in which it is incorporated and/or it desires to make the Vector/Service available containing the Licensed Content.
3.3. That it shall use the Licensed Content strictly in accordance with the terms of this Agreement and that it shall not do anything that shall prejudice the rights of Artist(s) pursuant to this Agreement.
3.4. Except in the event of a merger, acquisition, transfer, reorganization, or sale of all or substantially all of Voiz assets, the rights granted to Voiz under this Agreement shall not be transferred, assigned or licensed to any third party without prior written consent (emails permitted) of the Artist(s).
The Artist(s) specifically warrants as follows:
4.1. That Artist(s) has the right and authority to enter into this Agreement and is not disqualified by any law or any decision of any court;
4.2. That Artist(s) has not done and/or shall not do any act or thing which will prejudice the right of Voiz and that the rights granted to Voiz under this Agreement are free from any encumbrances;
4.3. That Artist(s) is/are the sole, exclusive and unencumbered rights owner of the Licensed Content and all Intellectual Property Rights therein and has the necessary rights in the Licensed Content to grant the rights herein mentioned to Voiz.
4.4. That the Artist(s) is not a member of any copyright/collecting society. In the event Artist(s) becomes a member of any such copyright/collecting society, the Artist(s) duly notify Voiz of such membership, and Voiz may, at its discretion, choose to remove the Licensed Content from the Platform.
4.5. That the Artist(s) shall deliver the Licensed Content to Voiz through such method/medium of delivery as shall be mutually agreed by the Parties in accordance with the Technical Specifications.
4.6. The Licensed Content and materials provided by the Artist(s) do not violate Intellectual Property Rights, or any other rights of any third party;
4.7. That nothing contained in Section 19(4) of the Copyright Act, 1957 (as amended from time-to-time) or such other similar provisions under any Applicable Laws, shall apply to the rights granted under this Agreement.
4.8. That nothing contained in the Licensed Content and materials provided to Voiz hurt religious sentiments, are political, discriminatory, obscene or defamatory towards any individual, caste, religion or sex and are compliant with the Code of Conduct.
5.1. It is hereby specifically recorded that any form of intellectual property in the Licensed Content shall always be in the exclusive ownership, possession, and control of Artist(s) with no part of any Intellectual Property Rights being alienated or transferred in any form to Voiz, except as provided by this Agreement.
5.2. Both Parties warrant and undertake that they shall not register or attempt to register any of the other Party’s intellectual property in its own name, such as any trademark, service mark or internet domain name confusingly similar.
6.1. For the purpose of this Clause, the “Disclosing Party” is the Party disclosing Confidential Information and “Receiving Party” is the Party receiving the Confidential Information. Confidential Information shall include all business-sensitive information such as business plans, projections, client details, databases, trade secrets, technical know-how, financial information, technical details, source codes, software, and any other information which is either designated as confidential at the time of disclosure or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
6.2. Each Party agrees –
6.3. Breach of Confidential Information shall cause irreparable and irreversible prejudice to the interests of the Disclosing Party and monetary damages shall not constitute a sufficient relief to such Disclosing Party. Hence, the Disclosing Party shall be entitled to obtain an injunction to protect its Confidential Information from unauthorized disclosure in addition to the other remedies which such Disclosing Party may have.
Each Party hereby indemnifies and shall keep indemnified and hold harmless the other Party, its affiliates, directors, employees, officers, agents, advisors, from and against any claim, loss, liability or cost of any person, persons, firm, corporation including without limitation reasonable legal fees, arising directly, from breach of any terms, obligations, representations and warranties of this Agreement. Notwithstanding the foregoing, neither Party shall be liable for any indirect and inconsequential losses or damages suffered pursuant to the terms of this Agreement.
To the fullest extent permitted by law, neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, loss of profits, revenue, data, or business opportunities, arising out of or related to this Agreement, regardless of whether such damages were foreseeable or if the Party had been advised of the possibility of such damages.
Except for liabilities arising from breach of confidentiality obligations, gross negligence, or wilful misconduct, Voiz’s total cumulative liability to the other Party under this Agreement, whether in contract, tort (including negligence), or any other legal theory, shall not exceed the total amount of consideration paid or payable under this Agreement during the twelve (12) months preceding the event giving rise to the claim.
Further, To the fullest extent permitted by law, in no event shall Voiz, its officers, directors, employees, or agents, be liable to the Artist(s) for any direct, indirect, incidental, special, punitive, losses or expenses or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies; or (ii) personal injury or property damage, of any nature whatsoever, resulting from use of the Platform; (iii) any interruption or cessation of transmission to or from the Platform, (iv) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Platform by any third party, and/or (v) any errors or omissions in any other content or for any loss or damage of any kind incurred as a result of the Artist(s)’s use of the Platform, whether based on warranty, contract, tort, or any other legal theory, and whether or not Artist(s) is advised of the possibility of such damages.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, VOIZ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECT TO THE PLATFORM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. VOIZ MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE PLATFORM FOR ANY PURPOSE OR USE.
THE PLATFORM AND ALL SOFTWARE, PLATFORMS, INFORMATION, MATERIALS, FORUMS, TOOLS AND CONTENT PROVIDED OR OFFERED THEREUNDER ARE PROVIDED OR OFFERED BY VOIZ ON AN ‘AS-IS’ OR ‘AS AVAILABLE’ BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY VOIZ, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. VOIZ SHALL NOT VOUCH FOR THE QUALITY, ACCURACY, COMPLETENESS, OR CORRECTNESS OF ANY CONTENT OR INFORMATION SOLD OR PROVIDED ON THE PLATFORM.
10.1. Either Party may terminate this Agreement if the other Party fails to remedy any breach of its obligations under this Agreement within thirty (30) days after receiving written notice of the breach from the nonbreaching Party.
10.2. Either Party may terminate this Agreement for any reason whatsoever, with a prior written notice (e-mail permitted) of 30 (thirty) days.
10.3. Upon termination:
10.4. However, the termination of the Agreement shall not affect any of the obligations of the Parties accrued prior to the date of termination.
10.5. All the above rights and remedies shall be cumulative and in addition to any and all other rights and remedies whatsoever to which either Party may be entitledss.
Any communication or correspondence sent by either Party shall be considered sufficient and valid if it is sent (i) in writing to the addressee with postage prepaid to its address as mentioned in the Principal Terms or to such other address as notified by either Party, or (ii) via e-mails or any other form of electronic correspondences. For the Artist, the email address mentioned in the Principal Terms shall be deemed valid to send the notices and all notices to Voiz shall be sent to info@voiz.co.in. Artist(s) must duly communicate to Voiz any change of email address.
This Agreement shall be governed by and construed in accordance with the laws of India, without reference to principles of conflict of laws and the courts in Mumbai shall have exclusive jurisdiction to determine any disputes arising out of, under, or in relation to, this Agreement.
In the event of any dispute arising out of, under, or in relation to, this Agreement, the Parties agree to submit such dispute to arbitration by a sole arbitrator appointed jointly by both Parties, failing which such arbitrator shall be appointed by recourse to the provisions of Section 11 of the Arbitration and Conciliation Act, 1996. Such arbitration shall be in accordance with the rules framed under the provisions of the Arbitration and Conciliation Act, 1996 (which rules are deemed to be incorporated in this Agreement by reference herein) and shall be held in Mumbai. All proceedings of such arbitration shall be in the English language. The arbitral awards rendered shall be final and binding and shall not be subject to any form of appeal. The successful Party may seek to enforce the award in an appropriate jurisdiction, including India. Each Party shall bear its own costs and expenses, incurred in connection with the arbitration proceedings.
Nothing herein shall preclude either Party from seeking interim or permanent equitable or injunctive relief, or both, from the courts at Mumbai which shall have exclusive jurisdiction to determine any dispute arising under this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the right of the Parties to pursue any remedy for monetary damages through the arbitration.
13.1. This Agreement supersedes all correspondences, letters, documents, agreements, arrangements or understandings prior to the date of execution of this Agreement.
13.2. Any amendment or change made to the Agreement, including without limitation its schedules/annexure, after the date of the execution of this Agreement shall take effect only if the same are in writing and signed by both the Parties and the same shall be read with this Agreement and to the extent mentioned therein, shall be treated as complete and binding.
13.3. Save and except as expressly provided in this Agreement, no exercise, or failure to exercise, or delay in exercising any right, power, or remedy vested in any Party under or pursuant to this Agreement shall constitute a waiver by that Party.
13.4. This Agreement does not confer any rights as to partnership, joint ventures, closely held groups/companies and neither the employees of one Party are related to the other in any manner. This Agreement only confers contractual independent relations between the Parties and shall be read and construed accordingly.
13.5. This Agreement may be executed in two counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The Parties agree and acknowledge that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. The delivery of signed counterparts by facsimile transmission or electronic mail in “portable document format” (“pdf”) shall be as effective as signing and delivering the counterpart in person.
13.6. The Parties agree that the provisions concerning representations, warranties, undertakings, indemnities, confidentiality, and any other provisions that by their nature are intended to survive, shall remain in effect following the expiration or early termination of this Agreement.