Terms & Conditions
WAVS, Inc. (“Wavs”, “we, “us,” or “our”) provides an online platform for the licensing of samples and loops for use in music production.
Last updated May 22, 2023
Your use of the Wavs digital marketplace and platform (e.g., Wavs.com) and anything you upload to or license from the Wavs platform (collectively the “Platform”) is subject to the following terms and conditions (“Terms”). By using the Platform, you acknowledge that you have read and understand these Terms, and you agree to be bound them. If you don’t understand or accept any part of the Terms, you may not use the Platform.
We reserve the right to update these Terms from time to time, and by continuing to use the Platform you agree to the revised Terms once they appear on the Platform.
- THE PLATFORM
- YOUR ACCOUNT
- RIGHTS GRANTED
- FINANCIAL TERMS
- LICENSEE OBLIGATIONS
- ACCESSING THE PLATFORM
- USING THE PLATFORM
- COPYRIGHT INFRINGEMENT AND CONTENT TAKEDOWN
- LIMITATION OF LIABILITY
- MISCELLANEOUS TERMS
- CONTACTING US
- THE PLATFORM
1.1 Description. Our Platform is a marketplace for licensing short sound recordings and their underlying musical composition, a/k/a samples and loops (collectively, each sound recording, including without limitation component sound recording “Stems,” and/or MIDI file(s), and underlying musical composition, is jointly referred to in these Terms as a “Sample”), for use in music production. You will use the Platform either as someone who creates Samples and wants to license them to other people, or as someone who wants to license Samples for incorporation in their own music production. Your one account will allow you to do either of those things, subject to these Terms.
1.1.1 Creator. If you are the sole creator and owner (a "Creator") of all interests in an original Sample, these Terms allow you to upload your Sample(s) to the Platform and to be paid money when people license your Sample(s).
1.1.2 Licensee. When you use our Platform to license a Sample created by someone else (by some other Creator) (entering into a “License”), you become a “Licensee” of that Sample. You’ll have certain rights to make use of the Samples you are a Licensee of, as set forth in these Terms.
1.2 Direct Licensing. As we’ve mentioned, think of our Platform as a marketplace, filled with Creators offering Samples for license to Licensees. When Creators and Licensees use our Platform to enter into a License for a Sample, both are bound by these Terms, and these Terms govern how the Sample may be used by the Licensee. But the actual License of the Sample is being made directly between the Creator and the Licensee. Wavs doesn’t own any of the Samples on our Platform. If either the Creator or the Licensee has a problem with the License (for example, because one of them didn’t abide by these Terms), Wavs is not responsible—the Creator or Licensee who didn’t follow the Terms is. We take violations of our Terms seriously, and reserve the right to take action against users who violate the Terms (which is covered elsewhere in these Terms). You should certainly report any problems to us. But at the end of the day, when you use our Platform you are taking on the risk that the Creator or Licensee you deal with doesn’t honor the Terms, and you may have to go after them directly to resolve any problems or claims.
1.3 Four-Second Duration. All Samples must be at least four seconds in duration. Wavs isn’t a marketplace for what are often called “one-shot” sounds (e.g., a single hitting of a kick drum), so you must not upload anything like that as a Sample. We reserve the right to reject and remove from our Platform at any time Samples that aren’t long enough or in our reasonable judgment are one-shot sounds.
- YOUR ACCOUNT
2.1 Setting Up. In order to use the Platform, whether as a Creator or a Licensee, you first need to register an account, which involves providing your legal first and last name, providing a valid email address and physical address, selecting a unique username, and setting a password for your account. It’s your responsibility to choose a strong enough password and to keep it confidential. If you suspect that your account is being used by someone else, contact us immediately. If we suspect your account is being used by someone else, we reserve the right to suspend and/or terminate your account.
2.2 Age & Legal Capacity. In order to use the Platform, you must be over 18 years old, and be legally capable of entering into binding contracts. By registering your account, you confirm this is the case, and that you agree to be bound by these Terms.
2.3 Third-Party Payment Processing. Payments on our Platform (payments from Licensees, and payments to Creators) are handled by a third-party services. We currently use Stripe and PayPal (collectively, the “Payment Processor”). You will be bound by the Payment Processor’s applicable terms and conditions, and we are not responsible for any problems you encounter with the Payment Processor’s provided services—you’ll have to take those kinds of issues up with the Payment Processor.
2.4 Extras for Creators. If you are a Creator, you will be set up with a publicly viewable account profile, and you give Wavs permission to do this. Among other things, your name and email address may be publicly viewable, so that Licensees may contact you. Before uploading Samples, Creators must take a couple extra steps in setting up their accounts.
2.4.1 Sign-up with Payment Processor. Creators must sign up with the Payment Processor and integrate their Payment Processor account with their Wavs account and/or provide us with sufficient Payment Processor account information, otherwise we wouldn't be able to get them paid!
2.4.2 Provide PRO Information. If a Creator wants to be able to collect public performance royalties in connection with certain Licensee use of the underlying musical composition on your sample, the Creator needs to provide Wavs with Creator’s performance rights organization (e.g., BMI, ASCAP, SOCAN, etc.) information, which will be included on Creator’s account profile on the Platform (so that Licensees can access it and use it for registration purposes). Creators are responsible for any errors, inaccuracies, or incompleteness in the performance rights organization information you provide.
2.4.3 Additional Documents. We may ask for additional documentation from Creators, including for example without limitation identification documents and/or tax information documents (e.g., an IRS W-9). We reserve the right to verify your submitted information, and there may be a waiting period between your submission and your profile becoming “active” for uploading and licensing Samples.
2.4.4 Quality Control. We may ask to hear some of your prior work before allowing you to start uploading Samples, and reserve the right to refuse to allow you to upload Samples as a Creator. We also reserve the right to request changes to your uploaded Samples, to altogether reject uploaded Samples, to remove Samples from the Platform, and/or to make changes to (or replace) descriptions of your Samples. You agree that Wavs isn’t directly responsible or liable if someone else uploads Samples to the Platform that you think sound similar to prior work that Wavs team members may have heard during the screening process for you to become a Creator. But we do take infringement seriously — see Section 8 below.
2.5 Subscriptions. Users of the Platform have the option to become a “Subscriber” by committing to purchase a specified minimum number of Credits per month or year (see Section 4.4 for a definition of Credits), selecting among various subscription levels set by us, each with a fixed monthly or yearly fee (the “Subscription Fee”) and number of Credits purchased. We reserve the right to change the Subscription Fee and/or Credit numbers for our subscription levels at any time by emailing Subscribers in advance at the address linked to their accounts.
2.5.1 Subscriber Perks. Subscribers have the ability to freely preview, search through (with various search filters available), use Credits to license Samples, and purchase on an individual basis (as opposed to only in packs) all the Samples available on our Platform. Subscribers also have access to Royalty-Free License “one-shot” Samples, which may not even require Credits. Non-Subscribers may only preview a limited number of Samples per page, can’t make use of our search filters, can’t use Credits, may have access to some Samples only by licensing packs that include other Samples as well, and do not have access to “one-shot” Samples.
2.5.2 Subscriber Payments. Subscribers are charged monthly for their applicable Subscription Fee (e.g., by the Payment Processor), on an ongoing basis (indefinitely) for as long as they remain Subscribers (i.e., commencing upon initial payment of the Subscription Fee, and being charged again on or about the same day of each successive month thereafter). You will not qualify as a Subscriber until Wavs sends you a confirmation e-mail after receipt of payment of the Subscription Fee. If you want to end your status as a Subscriber, log in and click “Manage Subscription” in your “Account” page. If you choose to end your status as a Subscriber, you will continue to be a Subscriber until the day your next Subscription Fee would ordinarily be paid (we don’t do pro-rated refunds if you cancel in between payments). If Wavs doesn’t receive payment on time, (a) you agree to pay all amounts due upon demand and/or (b) you agree that Wavs may either terminate or suspend your status as a Subscriber and continue to have the Payment Processor attempt to charge your payment information until payment is received (and upon receipt of payment, your status as a Subscriber will be activated again, using the new date of payment as the relevant date for payment in each month going forward). Paid Subscription Fees are non-refundable. When you cease being a Subscriber, any unused Credits will expire. We may agree to allow you to temporarily suspend (or “pause”) your status as a Subscriber (i.e., without owing Subscription Fee during months that are 100% suspended) without losing access to your unused Credits during such period of suspension, but will not be required to allow you to so suspend your account more than once per year or for more than three full months.
- RIGHTS GRANTED
3.1 Use of Your Information. By setting up an account, you are authorizing and granting to Wavs the right to make information (including without limitation any personal information) you provide to Wavs available on the Platform to both users of the Platform and to members of the general public. For example without limitation: the public profile for Creators may include the Creator’s name, performance rights organization info, and contact info (e.g., so that Licensees may contact Creators to discuss the terms of a License); similarly, a Licensee’s username and/or legal name may be provided to a Creator if the Licensee chooses to “like”, “follow” or License from a Creator, and a Licensee’s contact information may be provided to a Creator whose Sample has been licensed (e.g., so that the Creator may contact the Licensee if there is a problem with a License).
3.2 Creators. As a Creator, you are granting Wavs the non-exclusive right for the maximum duration permissible by applicable law (the “Term”) throughout the galaxy (the “Territory”) to publicly display and/or perform, make copies, digitally stream, and distribute to Licensees the Samples you provided to Wavs and any and all artwork you provide to Wavs in connection with your profile and Samples (“Artwork”), both on the Platform or otherwise in connection with Wavs marketing and advertising for the Platform and/or the Samples. You further grant Wavs the right to modify and/or replace your Artwork on the Platform (i.e., as displayed in connection with your Samples), in our sole discretion.
3.3 Licenses. Upon obtaining a License to a Sample through the Platform, a Licensee is granted the following rights by the Creator:
3.3.1 Basic Terms. Subject to the restrictions set out in these Terms, a limited, nonexclusive, non-transferable right throughout the Term and Territory to use the licensed Sample solely as incorporated into one or more new or derivative musical composition(s) and master recording(s) created in whole or in part by the Licensee (e.g., the Licensee must be a credited featured artist or a credited producer of the new master recording) (such derivative musical composition(s) and master recording(s) are collectively referred to in these Terms as “Licensee’s Music”). The License is non-exclusive, which means that more than one Licensee may license the same Sample and incorporate it into new music.
3.3.2 Types of Use. Aside from the restriction about using the Sample to create short samples for third parties, a Licensee may use the Sample as incorporated into Licensee’s Music in nearly any work (commercial or non-commercial), including music, sound design, feature films, broadcasting, commercials, industrial, educational videos, multimedia, games, merchandise, and the internet.
3.3.3 No Sub-licensing. A Licensee may not sell, rent, loan, lend, give, sublicense, or otherwise transfer to anyone the Sample or the right to use the sample, other than as incorporated into Licensee’s Music. A Licensee may incorporate the Sample into work-for-hire services for a third party only if the Licensee is a credited featured artist or producer of the final master recording that incorporates the Sample, in which case all the Terms of the License will apply to the copyright holder of the final master recording that incorporates the Sample. A License authorizes only one natural person to use the Platform and download the Sample on one or more devices. We reserve the right to limit the number of devices onto which a single Licensee can simultaneously use the Platform.
3.3.4 No Use in New Samples. A Licensee may not use the Sample for the creation of a sound library or as part or all of a sound library for any kind of synthesizer, virtual instrument, sample library, sample-based product or other musical instrument. Individual samples, sound sets or audio loops may not be distributed (commercially or otherwise) on a standalone basis. A Licensee may not repackage a Sample in whole or in part as audio samples, sound libraries or sound effects—a Licensee is getting the right to use the Sample in a final-form song only. A Licensee (or the work-for-hire owner of Licensee’s Music) may enter into agreements with third parties to “sample” Licensee’s Music (containing the Sample) only if Licensee’s Music is previously commercially released on major digital distribution platforms (e.g., Spotify, iTunes Music, etc.).
3.3.5 Ownership. The Licensee will own all intellectual property rights in Licensee’s Music incorporating the Sample, but not any rights in the underlying Sample itself, and use of Licensee’s Music incorporating the Sample is subject to these Terms.
3.3.6 Use of Name. Licensees will have the right to use and permit others to use Creator’s listed name on the Platform, but solely in connection with uses of the Sample permitted hereunder, and not in any way that would imply that Creator endorses any service or product other than the Sample itself as it is embodied in Licensee’s Music. This right is only intended to be used so that Licensee can properly credit Creator in connection with Licensee’s Music (see Section 5.3).
- FINANCIAL TERMS
4.1 Creator’s License Fee. For every License of a Sample through the Platform, the Creator of the Sample is credited with a license fee (“License Fee”) equal to either $0.15 per Credit used by the Licensee, or 80% of the net amount received by Wavs (i.e., if the Licensee pays instead of using Credits). Subject to approval by Wavs (which may be specifically or generally withheld or revoked at any time in Wavs sole discretion), Creators may be permitted to set the purchase price for packs of their Samples (i.e., when purchased other than by Credits). Whenever the total unpaid License Fees amount for a Creator is larger than $10.00, the Creator may request payment, which Wavs will endeavor to make no later than the next working Friday. Third party payment processing fees may apply to payments of License Fees to Creators.
4.2 Taxes. Creators are solely responsible for paying any fees and taxes associated with their License Fee, and Platform users and Subscribers are solely responsible for paying any fees and taxes associated with payments they make on the Platform (for example without limitation, to purchase Credits or pay Subscriber Fees), but Wavs is authorized to withhold and pay any such connected taxes and fees as may be legally required
4.3 Payment Information. In connection with your use of the Platform, you agree to only use payment methods and only provide payment information that you are authorized to use, and that is accurate and current.
4.4 Wavs Credits and Payments. Users of our Platform who wish to obtain Licenses of Samples do so by using Platform credits (each, a “Credit”) if they are a Subscriber, or by paying a specified amount (e.g., in USD) (a “Licensee Payment”) if they aren’t a Subscriber. When paid via Credits, each Sample License for an audio recording file (e.g., a WAV file) uses up one or two Credits (at the election of the Creator), each Sample License for a MIDI file uses up one Credit, each Sample License that includes Stems uses up three Credits. Subscribers may obtain Credits by paying to license them through the Platform, in addition to the monthly amounts purchased as part of their status as a Subscriber. Subscribers may be required to license more than one Credit at a time. Credits are non-transferrable—they are specific to a given user account, can’t be given to anyone else, and don’t have value outside the Platform.
4.5 Changes. We may, at any time, change: the prices for Credits (permanently or temporarily, generally or by specific promotion); Licensee Payment amounts; the License Fee amount; prospectively available Subscription Fees and/or the number of Credits purchased at a given Subscription fee level; and/or billing methods and the identity of our Payment Processor; either immediately by posting on the Platform or by notifying you via email. Please note that License Fees, Licensee Payment amounts, Credit prices, and Subscription Fees may differ depending on your geographic or regional location, or at our discretion. From time to time, we may offer some of the Samples for free and/or for a limited period of time; any such offers are at our sole discretion and may be subject to specific terms and conditions.
- LICENSEE OBLIGATIONS
5.1 Content ID. All Licenses on the Platform are non-exclusive, so a Sample may have been or may yet be licensed to multiple people. If Licensee’s Music is registered with any content identification system or service (for example without limitation, with YouTube’s Content ID), Licensees must make sure that no takedowns, strikes, or other consequences are enforced against other Licensees of the same Sample (i.e., solely for use of the Sample).
5.2 Two Types of Licenses. There are two types of Licenses on our Platform—Royalty-Free Licenses, and Royalty Licenses. Creators determine which type of License their Sample will be made available through, and the Licensee will have different continuing obligations to the Creator depending on what type of License the Licensee obtained.
5.3 Royalty-Free Licenses. Some of the Samples on the Platform are marked as being available without any continuing royalty obligations to the Creator (each, a “Royalty-Free License”). Licensees just need to use a Credit or pay a Licensee Payment to obtain a Royalty-Free License, and from then on are free to use the Sample as permitted by these Terms (e.g., see Section 3.3). Just to be crystal clear, the Creator of a Royalty-Free License agrees not to be entitled to any ownership and/or royalty interest in the underlying musical composition embodied in Licensee’s Music, or in the master recording(s) of Licensee’s Music, and agrees not to be credited in connection with Licensee’s Music.
5.4 Royalty Licenses. Other Samples on the Platform are marked to indicate that the Licensee agrees to some continuing obligations to the Sample Creator (each, a “Royalty License”), if either: (a) Licensee’s Music is distributed or released by one of the so-called major labels (for example without limitation, Sony Music, Universal Music Group, Warner Music Group, one of their successors, or a subsidiary of any of the foregoing); or (b) Licensee’s Music exceeds one million streams on Apple Music, Spotify or YouTube; or (c) Licensee’s Music will be licensed in a third party synchronization or master use license. If one or more of those conditions exists, then these are the additional things a Licensee of a Royalty License needs to do:
5.4.1 Songwriting Credit. Licensee will cause the Creator of a Royalty License Sample to be credited as a co-writer of the underlying musical composition in Licensee’s Music in any and all metadata, liner notes, and/or other customary place for such credits in connection with all exploitations of that underlying musical composition (“Creator Songwriting Credit”), and in a manner no less favorable to Creator (except as to ordering) than the credit accorded to any other songwriter of the musical composition. In the event of any failure to provide the Creator Songwriting Credit, Licensee will use reasonable efforts to cure such failure immediately (on a prospective basis) upon receiving notice of such failure to properly credit Creator.
5.4.2 Producer Credit. Licensee will cause the Creator of a Royalty License Sample to be credited as one of the producers (e.g., shared “Produced by” credit) of the master recording in Licensee’s Music in any and all metadata, liner notes, and/or other customary place for such credits in connection with all exploitations of that master recording (“Creator Producer Credit”), and in a manner no less favorable to Creator (except as to ordering) than the credit accorded to any other producer of the master recording. In the event of any failure to provide the Creator Producer Credit, Licensee will use reasonable efforts to cure such failure immediately (on a prospective basis) upon receiving notice of such failure to properly credit Creator.
5.4.3 Negotiated Royalty Terms. Licensee must contact the Creator of that Sample to negotiate terms for use of the Sample in the Licensee’s Music. Relevant Creators’ email addresses are listed on a Licensee’s Downloads page (http://www.wavs.com/account/downloads). Terms for use in the Major Release may include, for example but without limitation, the following:
22.214.171.124 Songwriting Split. Creator (or Creator’s publisher) will be given a percentage of the total songwriting splits (i.e., and ownership in the copyright) for the underlying musical composition embodied in Licensee’s Music (the “Creator’s Songwriting Split”). But we’re going to impose just a little bit of structure here—our Royalty Licenses are divided into 3 categories that predetermine a minimum and maximum amount for what a negotiated Creator’s Songwriting Split for a given Sample can be, so you’ll have to settle on something in the specified range:
- Royalty A: no less than 2.5% and no more than 25% (of 100% of the song)
- Royalty B: no less than 2.5% and no more than 15% (of 100% of the song)
- Royalty C: no less than 2.5% and no more than 5% (of 100% of the song)
Also, the Licensee agrees to make sure this is set up properly—the Creator’s Songwriting Split entitles the Creator to certain things that the Licensee will ultimately be responsible for. Here are some of the main things the Licensee will be responsible for in connection with the Creator’s Songwriting Splits (but this list doesn’t necessarily cover everything):
126.96.36.199.1 Mechanical Royalties. When a copy of Licensee’s Music is sold (either on a CD, or when someone licenses or buys it for download on a service like Amazon Music or iTunes), or when it is streamed (e.g., on a service like Apple Music or Spotify), copyright law requires that the songwriters get paid a royalty called a mechanical license. The Licensee of a Royalty License Sample agrees to make sure that the Creator is paid mechanical royalties for that Creator’s Songwriting Split of the musical composition embodied in Licensee’s Music, at the minimum statutory rate (or, if less, upon the same basis as the featured recording artist on Licensee’s Music). The Creator hereby grants to the Licensee a so-called “first use” mechanical license for the Creator’s Songwriting Split to be embodied in Licensee’s Music.
188.8.131.52.2 PRO Registration. The Licensee of a Royalty License Sample will make sure that the underlying musical composition embodied in Licensee’s Music is registered with relevant performance rights organizations (a/k/a “PRO,” e.g., ASCAP, BMI, etc.) reflecting the Creator’s Songwriting Split(so that Creator can collect public performance royalties in connection with Creator’s Songwriting Split).
184.108.40.206.3 Synchronization Licenses. The Creator hereby agrees to approve any and all synchronization licenses for Licensee’s Music that the featured recording artist of the Licensee’s Music approves (and upon the same terms, pro-rata to the Creator’s Songwriting Split). But to be clear, the Creator of a Sample licensed under a Royalty License is entitled to be paid a share (proportional to the Creator’s Songwriting Split) of any synchronization license fees for the musical composition to which the Creator’s Songwriting Split applies, and if Licensee is for any reason paid Creator’s share of the synchronization fee, Creator agrees to forward such payment to Creator.
220.127.116.11.4 Controlled Composition Clause. Recording artists are often subject to “controlled composition clauses” in their record deals, setting various terms for the use of the underlying musical compositions in the artist’s records (e.g., agreeing to a below-statutory level of mechanical royalties in some situations). Creators licensing a Sample under a Royalty License hereby agree to be subject to the same controlled composition clause terms that apply to the featured recording artist of the Licensee’s Music.
18.104.22.168 Record Royalty. Creator may negotiate to be given a royalty of earnings from Licensee’s Music master recording(s) ("Creator’s Record Royalty"), which for example may be calculated based on the net royalties earned by the master recording, or it may be based on the wholesale or “PPD” earnings of the master recording, or it may be based on some other royalty calculation method that the Creator and the Licensee agree on. But we’re going to impose a little bit of structure here, and require that whatever royalty basis may be agreed to, Creator’s Record Royalty will be no more than 33% of Licensee’s own total record royalty (and/or other earnings) from the master recording in Licensee’s Music.
- ACCESSING THE PLATFORM
6.1 We may change or remove any Sample or parts of the Platform at any time.
6.2 Wavs owns all legal rights (including the intellectual property rights) in the Platform, and any content on the Platform is either owned by us, or provided by others (by license) to us or to make available by License to Licensees. The Platform and content on it are protected by international copyright laws and database rights. Subject to any Licensee’s rights you obtain hereunder, and a Creator’s right to remove a Sample and accompanying Artwork from the Platform (see Section 3.2), nothing on the Platform grants you any license or right to use, alter or remove content or material on the Platform, including without limitation part or all of any or all Samples on the Platform. You may not use Wavs trademarks, logos or other intellectual property without our prior written permission.
6.3 From time to time the Platform may include links to or integration with other websites (including without limitation the Payment Processor). These links and references are provided for your convenience to provide further information. We have no control over, or responsibility for, the content of the linked or referenced website(s) and/or services.
6.4 We do not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. The quality of the Platform may be affected by a number of factors including, for example, network connection and internal network, as well as any interference or maintenance work. If a disruption or disturbance occurs on the Platform or a part of it, or if the Platform or a part of it is temporarily out of use or inoperative due to repair or maintenance work, updates or reasons beyond our control (force majeure), you accept that such interruptions, disturbances or disruptions do not constitute a defect or delay of or in the Platform, and, to the extent permitted by law, we shall not be liable for any consequences of or damages resulting from such interruptions, disturbances or disruptions. We or a third party shall seek to repair the problems or failures as soon as possible and to restore the Platform to use as soon as possible under the circumstances.
6.5 We may suspend, withdraw, discontinue or change all or any part of the Platform without notice.
6.6 We do not guarantee that the Platform, or any content on it (including without limitation Samples), will be free from errors or omissions or infringing or unlawful content.
- USING THE PLATFORM
7.1 In connection with your use of the Platform, you agree that you will not:
7.1.1 impersonate any other person, conduct yourself in an offensive or abusive manner, or use the Platform for any unlawful purposes;
7.1.2 use virtual private networks, false email addresses or any other means to mask your identity;
7.1.3 attempt to access the accounts of other users or upload, share or submit content containing any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, or Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information;
7.1.4 disable or modify any copy protection technology used on the Platform;
7.1.5 abuse any ratings or popularity system on the Platform;
7.1.6 alter or modify, translate, adapt, merge, make derivative works of, decompile, disassemble, reverse compile, reverse engineer or otherwise attempt to derive the source code for any part of the Platform or any of the Platforms;
7.1.7 collect, harvest or ‘scrape’ any data from any web pages contained in the Platform;
7.1.8 upload, share or submit content that is or may be interpreted as obscene, indecent, pornographic, sexually explicit, libelous, maliciously false, inaccurate, misleading, depicting violence (in an explicit, graphic or gratuitous manner), offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or cause annoyance, inconvenience or needless anxiety to any person or be in breach of hate speech or discrimination legislation;
7.1.9 upload, share or submit any content that infringes any proprietary rights of any third party including without limitation any patent; copyright; moral right; database right; trademark right; design right; trade secret rights in passing off; or rights of privacy, publicity, or confidence; under data protection legislation, intellectual property law, or other law;
7.1.10 do or omit to do anything which would bring us, the Platform, Creators, Licensees, or other users into disrepute or in any way damage our or their reputation; or
7.1.11 interfere with another user’s use and enjoyment of the Platform or a Sample in any other manner that could damage, disable, overburden or impair the Platform or the Sample.
7.2 We may suspend, restrict or terminate your account and your access to the Platform if we believe that you have breached these Terms. This does not limit our right to take any other actions against you that we consider appropriate to protect our rights.
- COPYRIGHT INFRINGEMENT AND CONTENT TAKEDOWN
8.1 Wavs has no obligation to monitor, review, filter, moderate or remove any content from the Platform. But we reserve the right to take any such actions in our sole discretion.
8.2 If you believe that your work, or the work of someone you are authorized to represent, has been uploaded to the Platform without your authorization, or in any other way that constitutes copyright infringement, you should notify us of your copyright infringement claim in accordance with the procedure below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. To be effective, your notification must be in writing and contain the following information:
8.2.1 a statement that you have identified works which infringe your copyright, or the copyright of a third party on whose behalf you are entitled to act;
8.2.2 a description of the works that you claim are infringing along with where they are located on the Platform, with enough detail that we can verify their existence;
8.2.3 a description of the copyright works that you claim have been infringed;
8.2.4 your full name, address and telephone number and a valid email address at which you can be contacted;
8.2.5 a statement that you believe in good faith that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
8.2.6 a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the owner of, or otherwise authorized to act on behalf of the owner of the copyright work that is allegedly infringed.
8.3 Send the notice containing the above information by email to [email protected].
8.4 Without limiting our position that we are not obliged to monitor any content uploaded to the Platform (as referred to above), it is our policy to: (i) block access to or remove material (including without limitation Samples and Artwork) that we believe in good faith to be infringing of the rights of others; and (ii) terminate repeat offenders’ use of the Platform.
8.5 We do not warrant in any way that the content or other information and materials provided by our users (including without limitation Creator’s Samples, Artwork, and profile information) are accurate, complete, legal, non-infringing, reliable, current or error-free. To the fullest extent permitted by law, we disclaim all representations and warranties as to any content accessible via the Platform (all of which are made available on an “as-is” basis).
- LIMITATION OF LIABILITY
9.1 To the extent permitted by law, we do exclude from our liability any and all conditions, warranties, representations or other terms which may apply to the Platform or any content on it (including without limitation the Samples and Artwork), whether express or implied.
9.2 We will not be liable to you for any lack of performance, or the unavailability or failure of the Platform or our services, or for any failure by us to comply with these Terms, where such lack, unavailability or failure arises from any cause reasonably beyond our control. Any liability we do have for losses you suffer is strictly limited to the purchase price you paid and we are not responsible for any loss or damage that is not foreseeable at the time when you begin using the Platform.
9.3 We do not warrant in any way that Licensees will abide by the Terms of their Licenses, and we will not be liable if Licensees do not abide by the terms of their Licenses. If you are a Creator and believe that a Licensee of your Sample has violated the Terms applicable to the Licensee, you should notify us, but you are ultimately responsible and empowered to pursue action against the Licensee in connection with the License entered into between you and the Licensee. We reserve the right to take our own action against users who violate our terms (including without limitation Licensees who violate the terms of their Licenses), but that is separate and in addition to any claims and rights Creators may have.
9.4 Consumers are entitled to various statutory warranties (including, for example, that any service is carried out with reasonable care and skill, and any digital content provided is of satisfactory quality). Nothing in these Terms shall have the effect of excluding or limiting those statutory warranties that may not be excluded or limited under applicable law.
9.5 Where we provide digital content (including without limitation Samples and accompanying Artwork) through the Platform, then the following will apply for consumers resident in the European Union:
9.5.1 If a Sample is faulty, users are entitled to request that it is repaired or replaced;
9.5.2 If the fault cannot be fixed within a reasonable time, Licensees of the unfixed faulty Sample may be entitled to receive a full or partial refund of the cost of the Credit or Licensee Payment used to obtain the License (if any); and
9.5.3 If you can demonstrate that the fault has damaged their device and that we have not used reasonable skill and care, then that Licensee may be entitled to a repair or to compensation.
9.6 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any content on it (including without limitation Samples and Artwork), or on any website linked to it (including without limitation the Payment Processor).
9.7 We assume no responsibility for the content or services of websites linked to or referenced on the Platform (including without limitation the Payment Processor). Such links and/or references should not be interpreted as endorsement by us of those websites and/or their services or content. We will not be liable for any loss or damage that may arise from your use of them.
- MISCELLANEOUS TERMS
10.2 You may have additional legal rights not affected by (or at least not specifically described in) these Terms—for further information about your legal rights please contact your local authority.
10.3 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
10.4 These Terms are a contract between you and us, and they also describe the terms of License agreements between Creators and the Licensees of Samples obtained through our Platform. No other person has any rights to enforce any of the Terms.
10.5 Except as provided in Section 3.3, you may not assign, sublicense or otherwise transfer your rights or obligations under these Terms to anyone else. You agree that we may assign or transfer any of our rights or obligations under these Terms.
10.6 If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
10.7 These Terms, and any contract between you and us, are in the English language.
10.8 These Terms shall be governed by and interpreted in accordance with the laws of the State of Nevada, USA. To the extent permitted by local law, conflict of laws principles under the United Nations Convention on the International Sale of Goods (CISG) shall be excluded. All claims, disputes, or disagreements relating to these Terms shall be submitted non-exclusively to the jurisdiction of the state or federal courts located in Clark County, Nevada, USA, and the parties waive any and all objections to the venue and jurisdiction of those courts.
10.9 You agree to defend, indemnify, and hold Wavs harmless from and against any and all claims brought against Wavs arising in connection with your breach of these Terms (“Claims”). This includes without limitation paying our legal fees and expenses, and paying any of Wavs related damages, costs, and expenses, except for settlements entered into without your written approval. We will have the right to have our own counsel participate in our defense (in addition to any you retain to defend us), provided that we cover the cost of any such additional counsel provided by us. We will notify you of any Claims.
- CONTACTING US
11.2 We do our best to respond to all queries as soon as possible, but we cannot guarantee a response time.