Terms & Conditions

 

This document contains the terms and conditions (“Terms & Conditions”) between Soundcake Private Limited (“Soundcake”, “we”, “our”, “us”) and you, the reader of these Terms ( “you”, “your”).

 

The Terms & Conditions that govern your participation in this call for the submission of an audio clip, titled ‘Sonic Branding Contest’ being organized by Soundcake along with Pocket FM Private Limited (hereinafter “Pocket FM”)(hereinafter “Contest”). By accepting these Terms & Conditions, you agree to abide by all policies, guidelines and rules posted by Soundcake on its website ‘www.soundcake.io’ owned and operated by Soundcake (“Platform”).

 

By completing a submitting an Entry (defined below) for the Contest, you agree to be bound by these Terms & Conditions.

 

Soundcake reserves the right to update, revise, modify or replace the Terms & Conditions or any portions thereof (“Updates”), where such Updates may be posted by Soundcake, at its sole discretion, on any or all Soundcake Platforms. It is your responsibility to check Soundcake Platforms from time to time to stay updated on the Updates to the Terms & Conditions. Your continued use of the Soundcake Platform and/or participation in the Contest following the posting of the revised Terms & Conditions by Soundcake shall be deemed to be your acceptance of the Terms & Conditions (including the Updates, if any) or any portion thereof and same shall be retrospectively binding on you.

 

  1. DEFINITIONS:
    1. “Contest”shall mean and refer to the ‘Sonic Branding Contest’ hosted and conducted by the Service Provider for the purpose of soliciting, reviewing, and selecting audio submissions / sonic logos from Participants the audio clip submission Contest organized by Soundcake along with Pocket FM with the purpose of soliciting, reviewing and selecting audio submissions sonic logos for Pocket FM.
    2. “Entry(ies)” shall mean refer to the submissions (including the audio samples, compositions, or other creative submissions) made by the Participants as part of the Contest in the manner described under ‘Submission Process’ (set out in clause 3).
    3. “Final Round” shall mean the final qualifying round of the Contest shall be conducted by Ms. Sneha Khanwalkar (hereinafter “Artist”) in the form and manner described under ‘Selection Process’ (set out in section 4 below).
    4. “Finalists” shall refer to the top 3 (three) Participants selected after the initial round of the Contest shall be required to go through a Final Round (as defined below).
    5. “Participant(s): shall meana citizen and resident of India being 18 (eighteen) years or older and participating in the Contest by submitting and Entry a Submission and shall include the Finalists (defined below).

 

  1. ELIGIBILITY FOR PARTICIPATION INCONTEST
    • To be eligible to apply and participate in the Contest, a Participant will need to fulfil the following criteria:
  2. they shall be of a minimum age of 18 years, and shall otherwise be legally eligible/ authorised to enter into a contract, at the time ofsubmitting an Entry;
    • Soundcake and/or Pocket FM may, at any time,  provide additional criteria or revise the criteria for eligibility, if it deems fit, in its sole discretion and with retrospective effect.
    • Soundcake and/or Pocket FM reserves the right to request the Participant for documentary proof of eligibility or compliance with these Terms & Conditions.

 

  1. SUBMISSIONS PROCESS:
    • Participants that meet the eligibility requirements mentioned in clause 2 above, shall submit 1 (one) original Entry that shall be in the format of [•] and be of a minimum duration of [•].
    • Soundcake and/or Pocket FM may request additional information from the Participants as may be necessary to evaluate the Entries, and the Participants shall provide such information to Soundcake.
    • Timeline for Entry: Soundcake and/or Pocket FM shall share the timeline for completing the Entry on the Platform. Soundcake and/or Pocket FM may, at its sole discretion, close the submission process for participation in the Contest, earlier than the deadlines posted on Soundcake Platform and the Participant shall not raise any claims/disputes in this regard.

 

  1. SELECTION PROCESS:
    • The Entriesthat meet the defined eligibility criteria shall be presented to the jury i.e., a set of [•] ([•]) curators selected by Pocket FM, to review the Entries (“Jury”). The decision with respect to the selection/rejection or any other aspect of the Entry or Participant’s participation in the Contest as taken by the Jury and confirmed by Pocket FM shall be final and binding and no Participant shall be entitled to raise any dispute/claims of any kind or nature, in this regard. Soundcake, may at its sole discretion, display/publish the names of the curators/Jury for each round of the Contest on its For the sake of clarity, Soundcake shall not be required/obligated to disclose the names or any other information about the Jury to the Participants.
    • First Round of the Contest
      1. From the Entries made available to Pocket FM, the Jury will shortlist and select the top 3 (three) Entries at its discretion. Pocket FM may seek assistance from Soundcake and/or its representative in selecting, reviewing and shortlisting these Entries (hereinafter “Shortlisted Entries”). The Jury may exercise their discretion in increasing the number of Shortlisted Entries if they deem necessary.
      2. To be eligible for consideration for the first round of Contest, the Entries shall be: (i) originally and specifically created forthe Contest; and (ii) submitted within such timeline as communicated by Soundcake from time to time in its sole discretion; Participants may engage third party(s) to assist the Participant in writing (for instance, producers, lyricists) provided that the Participant ensures that all rights to the works created by such third parties have been/shall be procured and no additional licenses and/or permissions are required to be taken by Pocket FM and/or Soundcake from such third party(s) for the use and exploitation of the Entries. In the event the Participant engages any such third party(s) to assist him/her, the Participant shall be responsible for: (i) adherence by such third party(s) of these Terms & Conditions, including grant of rights by such third party(s) in and to all the results and proceeds of their services in favour of Pocket FM as per these Terms & Conditions; (ii) ensuring that such third parties execute such documentation in the form and manner required by Pocket FM and/or Soundcake to ensure the grant of rights in and to the results and proceeds of their services in favour of Pocket FM; and (iii) any breach/failure by such third party(s) of these Terms & Conditions and/or such documents Soundcake will share, as and when required, to provide any clarifications on the rules and guidelines of the Contest.
      3. The Shortlisted Entries will be announced on the Platform and/or through its social media, YouTube channels or any other platform deemed appropriate by Soundcake and/or Pocket FM.
      4. The Participants with the Shortlisted Entries will be required to sign a release form in the format and manner as shall be shared by Soundcake (“Release Form”).
    • Final Round of the Contest:
  2. The Participants acknowledge that the Shortlisted Entries will be reworked by Soundcake and its representatives in any manner deemed suitable by them. These Entries may be altered, remixed, edited, cut, added to, dubbed, modified in any manner, remade and revised, or made any other changes to, by Soundcake and its representatives in order to create a sonic logo for Pocket FM.
  3. From the 3 Shortlisted Entries, Pocket FM shall select and deem one Shortlisted Entry as the winning Shortlisted Entry (“Winning Entry”).
  4. Subject to the receipt of a fully executed Release Form from the Finalists, the Finalist with the Winning Entry shall be entitled to receive a one-time payment of INR [•]/- (Indian Rupees [•] only) for their submission, and the remaining two Finalists with the Shortlisted Entries shall be entitled to receive a one-time payment of INR [•]/- (Indian Rupees [•] only) for their submission (collectively, “Reward”). The payment and processing of this amount shall be done at the sole discretion of Soundcake.

 

  1. GENERAL TERMS:

In addition to the above, each Participant agrees and acknowledges that:

  1. cause or authoriseany third party to cause any viruses, trojan horses, worms, time bombs, corrupted files, malware, spyware, on the Platform or use any other similar software that may damage the operation of any third party’s computer or property using the Platform.
  2. use the Platform in any manner that may damage, disable, overburden, or impair any server, or the network(s) connected to any server, or interfere with any other party’s use and enjoyment of the Platform.
  3. attempt to gain unauthorized access to the Platform, or other accounts, computer systems or networks connected to any server through hacking, password mining or any other means.
  4. obtain or attempt to obtain any materials or information stored on the Platform, its servers, or associated computers through any means not intentionally made available through the Platform.

 

  1. INTELLECTUAL PROPERTY RIGHTS:
    • Each Participant agrees and acknowledges that if the Participant is selected as a Shortlisted Entry, all right, title and interest, including the right to broadcast, stream, publish, transmit, communicate to public, distribute, reproduce, sell, rent, or exercise any other right in and to the works developed and created (at whatever stage of completion) for the purpose of the Contest, including without limitation, the lyrics, musical composition, underlying works including, any literary works, musical works, artistic works, performances embodied therein, and, any other materials/works or intellectual property, conceived, created, developed or produced, performed or submitted by such Participants during their  participation in the Contest (“Works”), shall stand assigned to Pocket FM in perpetuity and throughout the world and for exploitation on all modes and media whether currently in existence or that develop in future. Accordingly, the Finalists shall not be entitled to transfer any rights in and to such Works to any third parties and/or otherwise exploit the said Works in any manner whatsoever, during or after the completion of the Contest, unless they receive Communication from Soundcake in the manner set out in this clause below. Without any prejudice to the generality of the foregoing, Soundcake and/or Pocket FM shall have the right but not the obligation to exploit, publish and promote the Entries across the Platform, their social media page and YouTube channels.
    • To the extent that the assignment does not apply to any new mode, media or format of exploitation that may emerge in future (“New Media”), the Finalist hereby grants Soundcake, an irrevocable, perpetual, worldwide and exclusive licence to exploit the Works via New Media.  Each Finalist expressly agrees that the provisions of 19(4) and 19A read with 30A of the Copyright Act shall not apply to these Terms & Conditions.
    • Each Participant further authorises Soundcake and/or Pocket FM to (i) take audio, visual and/or audio-visual recordings of the voice, performance, appearance and any all activities and Works presented and performed by the Participant during its participation in the Contest (“Participation”); and (ii) to edit, alter, modify, cutdown or create any derivative content based on the Participation, to use and/or exploit the same as part of and in connection with the Contest and advertising, marketing, promotional, publicity thereof, in any manner deemed fit by Soundcake, in its sole and absolute discretion.  Further, Soundcake shall also have the right to use the Participant’s Attributes (as defined below) on Soundcake Platforms in connection with the Contest.
    • Participant hereby assigns all rights, title and interest in and to its Participation, in favour of Soundcake and/or Pocket FM, for perpetuity and throughout the world and for exploitation on all modes and media whether currently in existence or that develop in future.
    • The Participant and/or Finalist (as applicable) hereby waives the benefit of any provision of law known as ‘droit moral’ or any similar or analogous law or decision in any country of the world to the fullest extent permitted by applicable law, that might limit or restrict in any way the right of Soundcake and/or Pocket FM to fully enjoy and exploit all rights in and to the Participation and/or Works throughout the world, or which might require additional payment by Soundcake and/or Pocket FM.
    • Participant and/or the Finalist undertakes to execute and ensure that any third party engaged by him/her executes all such further documents, agreements, forms etc. as may be required by Soundcake to perfect the rights granted herein, including without limitation the Release Form, by the Participant and/or the Finalists (as the case maybe) and the Participant and/or Finalist agrees to submit such documents within 2 (two) days of Soundcake making the request to submit such documents. In this regard, the Participant and/or the Finalists grants Soundcake, a power of attorney to do such acts and execute such documents necessary if the Participant and/or the Finalists fails to execute the requisite documents within 5 (five) business days of Soundcake requesting the Participant and/or the Finalists to execute such documents.
    • Participant agrees and acknowledges that all aspects, including all creative aspects, of the Contest, Participant’s Participation and/or publicity, promotion, use and/or exploitation of the thereof, shall be decided by Soundcake and/or Pocket FM’s and/or its licensees/assignees, in their sole discretion.
    • Finalists agree and acknowledge that the Soundcake and Pocket FM shall have the right but not the obligation to exploit the Works on the Platforms (as defined above) or any mode, media or platform.

 

  1. PROMOTION AND MARKETING:
    • Soundcake shall have the right to use the name, voice, biography,likeness, image, or any other attributes of the Participants (“Participant’s Attributes”) and any third parties engaged by/assisting the Participants in creating the Entries,  in the publicity materials created for promotion/marketing of the Contest, where such publicity materials may be exploited by Soundcake and/or Pocket FM and/or its licensees/assignees in any and all media for perpetuity and throughout the world, without additional compensation, notification or permission to/of the Participant and/or any such third parties.

 

  1. PARTICIPANT’S PERSONAL  DATA:
    • By submitting the Entry for the Contest, the Participant shall provide personal data to Soundcake. This personal data will be processed in accordance with the applicable laws and regulations and in line with the Soundcake privacy policy attached at [•]as may be updated from time to time.
    • The Participant agrees and acknowledges that: (i) Soundcake shall have the right to collect, use, and store personal data provided by the Participant which shall include first name and surname, address details, telephone number, email address, date of birth, countries of residence and citizenship, gender, professional experience, government ID, financial information, banking information and any other information that the Participant may provide in connection with the Contest (“Personal Data”); and (ii) Soundcake may use, transfer or disclose such Personal Data to third parties such as IT (Information Technology) service providers for the purpose of the Contest and for any communication regarding events organised by Soundcake, and the Participant confirms that the Participant has no objection in respect thereof.

 

  1. PARTICIPANT’S REPRESENTATION AND WARRANTIES:

Each Participant represents and warrants that:

 

  1. TERMINATION AND DISQUALIFICATION:
    • Soundcake reserves that right to disqualify any Participant at any round of the Contest if, in Soundcake’s sole discretion, any Participant: a) is in breach of these Terms  & Conditions or any part thereof, or any other rules and/or policies of Soundcake and/or Pocket FM and/or the Contest; b) does not meet the criteria for eligibility or any requirements during any round of theContest; c) has engaged in any misconduct that is, in Soundcake and/or Pocket FM’s discretion, detrimental or unfair to Soundcake and/or Pocket FM, the Contest, or any other Participant; or d) for any other reason that Soundcake and/or Pocket FM may, in its sole discretion deem fit.
    • Soundcake may permanently or temporarily cancel, abandon, terminate, modify, or suspend the Contest in the event: i) Soundcake believes that the Contest cannot be executed or run as planned, due to impracticability, technical failures, any event of force majeure (including without limitation act of god, strike, war, riots, flood, national emergencies pandemic/ epidemic or any other event beyond Soundcake’s reasonable control), government measures, shortcomings by third parties that were engaged by Soundcake, disruption of the internet connection, hardware failures, failures in (telecommunication) networks, any unforeseen circumstances such as inadequate quality or number of submitted Entries; or ii) for any other reason whatsoever, where Soundcake shall not be required to assign or justify the reason for such cancellation, abandonment, termination, modification, or suspension of the Contestor the Rewards. In the event that Soundcake cancels, abandons, terminates, modifies, or suspends the Contest or Rewards Soundcake shall not be liable to compensate the Participants and/or Finalists (as the case may be) in any manner or pay any damages to Participants and/or Finalists for the same.
    • All decisions of Soundcake and/or Pocket FM in respect of termination and/or cancellation of the Contest or any benefits thereof and/or disqualification of any Participant as per clauses 11.1 and 11.2 above, shall be final and binding. No Participant shall be entitled to raise any dispute/claims of any kind or nature, in regards to the same. Further, Soundcake shall not be obligated in any manner to justify or explain its decision to any Participant or any other third party whatsoever, with respect to such termination and/or cancellation and/or disqualification or with respect to any other decision pertaining to the Contest and the participation of the Participant.

 

  1. CONFIDENTIALITY:
    • During the course of Participant’s participation in the Contest, Soundcake and/or Pocket FM may disclose certain confidential, technical, financial and / or business information concerning Soundcake and/or Pocket FM, information relating to the Contest, or any  ideas, concepts, financial or business information, know-how, ancillary information and other proprietary information, content, audios, videos, audio-visual content, files, writings, documents, etc., in relation to Soundcake and/or Pocket FM and/or theContest which may or may not be in the public domain (“Confidential Information”).
    • Participantsshall keep the Confidential Information strictly confidential and shall not disclose the same to any third party without the prior written consent of Soundcake and/or Pocket FM (emails permitted).
    • Participant agrees that it shall not disclose the Works, or any materials developed, produced and submitted at any stage of the Contest or any information thereof, to any third party without the consent of Soundcake and/or Pocket FM.

 

  1. LIABILITY:
    • Participant agrees and acknowledges that Soundcake and/or Pocket FM shall not be liable, in any manner whatsoever, in the event the Participant is unable to access the Platform or proceed with or complete a Entry or participate in any round of the Contest or if Soundcake and/or Pocket FM is unable to review any Entries, due to any technical failures, shortcomings by third parties engaged by Soundcake and/or Pocket FM, disruption of the internet connection, hardware failures, failures in (telecommunication) networks, or any other reason that may or may not be attributable to Soundcake and/or Pocket FM. For avoidance of doubt, Soundcake and/or Pocket FM will not be responsible for any late/ incomplete/ corrupted/ defective Entries and/or which cannot be heard or viewed for any reason, and such Entries shall stand disqualified/rejected automatically. Soundcake and/or Pocket FM shall not be required to re-consider or re-open the Entries or provide any compensation/damages to any Participant for such failures or provide any justification or explanation for any such failures.
    • Soundcake and/or Pocket FM gives no warranties in respect of any aspect of theContest, or any materials related thereto or offered at the Contest and, to the fullest extent possible under the laws governing these Terms & Conditions, disclaims all implied warranties thereto, including but not limited to warranties of fitness for a particular purpose, accuracy or any other aspect of any benefits provided to the Participants. The Contest is provided on an “as-is” basis. Soundcake and/or Pocket FM does not accept any responsibility or liability for reliance by the Participant or any third party on any aspect of the Contest or any information provided at the Contest or on the Platform.
    • Soundcake and/or Pocket FM, its respective affiliates, process advisors and evaluators, contractors, licensees, partners and promoters are not responsible for any death, injury or damage to the Participant(s) or the Participant'sor any third party’s property including any computer or mobile device, relating to or resulting from participation in the Contest.
    • Soundcake and/or Pocket FM shall not be liable for any loss of personal data or the Works of the Participants. Soundcake and/or Pocket FM shall not be liable to make good any such loss or dissatisfaction on account of such loss or disqualification or rejection of the Participantat any round of the Contest. Further, Soundcake and/or Pocket FM shall not be liable to make good any such loss or dissatisfaction on account any cancellation of the Contest or any cancellations/revocation of any benefits under the Contest.
    • In no event shall Soundcake and/or Pocket FM and its parent, subsidiaries, associates, or affiliates or any of their respective employees, key managerial personnel, directors, agents, third party service providers, contractors or its licensees/assignees shall be liable for any special, incidental, indirect, exemplary, punitive, or consequential damages of any kind arising from, including but not limited to business interruption or loss of profits, opportunities, or goodwill or any other cause whatsoever.

 

  1. INDEMNIFICATION:
    • Participant and/or the Finalist (as the case may be) will at all times indemnify, defend and hold harmless Soundcake and Pocket FM, and its parent, affiliated and subsidiary companies, and their respective officers, directors, employees and agents, assignees, from and against any and all claims, damages, liabilities, costs and expenses (including outside counsel fees) arising out of: a) the use or exploitation of the Works, including infringement of any third party’s intellectual property rights from the use or exploitation of Works; b) breach or alleged breach by the Participant or any third parties engaged by/assisting the Participant of these Terms & Conditions or any portion thereof including, any representations, warranties or obligations hereunder that may be expressly stated or implied; and c) any negligence, fraud or misconduct by the Participant.
    • Participant and/or the Finalist (as the case may be) shall promptly notify Soundcake of any claims received by the Participant and/or the Finalist (as the case may be).
    • Soundcake’s approval of the Works developed, produced and submitted by the Participant at any stage of completion and/or at any round of the Contest, shall not constitute a waiver by Soundcake of the Participant’s and/or Finalist’s indemnity obligations herein.

 

  1. REMEDIES:

In no event shall the Participant and/or the Finalist be entitled to seek an injunctive or other equitable relief or to enjoin or restrain the production, distribution, or exhibition or exploitation of the Contest and/or the Works, in any manner whatsoever. The Participant and/or the Finalist (as the case may be) acknowledges and agrees that the Participant/Finalist’s rights and remedies in any event shall be strictly limited to the right, if any, to recover damages in an action at law. Further, the Participant and/or the Finalist agree and acknowledge the Soundcake and/or Pocket FM’s maximum aggregate liability towards such Participant and/or the Finalist shall not, at any time, exceed the Rewards (if any) payable by Soundcake and/or Pocket FM to such Participant and/or the Finalist.

 

  1. GOVERNING LAW AND JURISDICTION:
    • These Terms & Conditions shall be governed and construed in accordance with the laws of India. Subject to the arbitration provisions hereinbelow, the courts of Mumbai, India shall have exclusive jurisdiction with respect to any dispute arising out of these Terms & Conditions.
    • No person (i.e., either the participant, or any person on behalf of the participant) shall initiate litigation against  Soundcake and/or Pocket FM or its partners in any manner without first providing  Soundcake and/or Pocket FM a complaint at [•]and providing Soundcake and/or Pocket FM a reasonable opportunity to address the complaint.

 

  1. DISPUTE RESOLUTION:

In case of any disputes, claims, controversies or differences between the Participant and Soundcake arising out of or in connection with these Terms & Conditions, Participant and Soundcake shall amicably try to settle the dispute. If such disputes, claims, controversies, or differences cannot be resolved amicably by the parties, then the same shall be referred to arbitration in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration (“MCIA Rules”) in effect at the time the request for arbitration is made which rules are deemed to be incorporated by reference in this clause. The arbitration award shall be final and binding on the parties. The language of arbitration will be English and the seat of arbitration shall be Mumbai, India. The tribunal shall consist of 1 (one) arbitrator who shall be jointly appointed by the parties. In the event the parties are unable to jointly decide on an arbitrator within 14 (fourteen) days of the request for arbitration, such sole arbitrator shall be appointed as per MCIA Rules. Any award (interim or final) rendered by the arbitration tribunal shall be binding on the Parties. This clause 17 is severable from the Terms & Conditions and constitutes an independent binding contract between the parties and shall survive the termination or invalidation of the Terms & Conditions. Notwithstanding the reference to arbitration, at any time, Soundcake shall be free to approach any competent authority in any jurisdiction (including the competent courts of India) in the event Soundcake needs to apply for any interim, urgent reliefs. Soundcake may approach such competent authority prior to or after commencing arbitration. The parties are to share costs and the arbitrator’s costs equally. Each party will remain responsible for its own attorneys’ fees. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award, or as required by law.

 

MISCELLANEOUS: