END USER LICENCE AGREEMENT

SCORED BETA PLATFORM

Last updated 02 January 2018

This is a legal agreement ("Agreement") between Scored Ltd (“Scored”, “we”, “our” and “us”), a company incorporated and registered in England and Wales with company number 10215976 whose registered office is at 86-90 Paul St, Shoreditch, London, EC2A 4NE, and you or the person for whom you are entering into this Agreement on behalf of (“you”). You agree to be bound by the terms and conditions of this Agreement if you install or use any part of the Scored Platform. Please read this Agreement carefully. Your use of the Scored Platform is subject to the terms of this Agreement and the privacy policy at www.scored.film/privacy.html, which shall form part of this Agreement.

At our discretion, we may occasionally make changes to this Agreement, notification of which will be displayed on the Scored Website. By continuing to use the Scored Platform after we notify you, you are expressing acceptance of the changes. You must stop using the Scored Platform if you disagree with any changes to the terms of this Agreement.

From time to time we may issue updates to the Scored Platform directly through the Scored Platform or via the Scored Website. Depending on the update, you may not be able to use the Scored Platform until you have downloaded or streamed the latest version of the Scored Platform and accepted any new terms.

The capitalised terms used in this Agreement are defined as follows:

Composer Content” means the musical works available in the Scored Platform;

High Definition” means audio files of at least 48khz 24bit wav quality;

Intellectual Property Rights” means all copyright and other intellectual property rights howsoever arising and in whatever media, whether or not registered or capable of registration, including patents, trade marks, service marks, trade names, domain names, design rights, database rights, any applications for the protection or registration of these rights and all rights in the nature of unfair competition rights or rights to sue for passing off and all renewals, revivals and extensions thereof throughout the world;

Project” means a single save file created by you on the Scored Platform for the purposes of synchronising Composer Content with your audiovisual content;

Rendered Item” means a single finalised audiovisual file created from a single Project;

Sample” means a single audio file comprising Composer Content;

Scored Platform” means the platform that is licensed under and subject to this Agreement comprising the Scored Software and Composer Content accessible by you via any delivery method (including desktop computer application, mobile app, internet browser-based or streamed delivery method as Scored may develop from time to time);

Scored Service” means the provision by Scored to you of the Scored Software via the Scored Platform in accordance with the Tier purchased;

Scored Software” means Scored’s proprietary audiovisual workstation software that enables Composer Content to be synchronised with audiovisual content in real time;

Scored Website” means www.scored.film;

Single Licence” means a one-off licence to exploit or use a single Rendered Item or Sample on terms which are different to those applicable under the Tier to which you are subscribed;

Standard Definition” means audio files in a lossy audio codec format such as 320kbps .mp3; and

Tier” means the tier of service and extent of the rights purchased by you as set out in clause 4.

  1. DESCRIPTION OF SCORED PLATFORM
    The Scored Platform is a subscription-based innovative platform provided with a library of dynamic, royalty-free music, sound effects and mood beds created by our composers that can be adapted, controlled and synchronised with audiovisual content in real time. Users may render their Projects to produce Rendered Items for personal or commercial exploitation depending on the terms of the Tier or Single Licence purchased.

  2. ACCESS TO THE SCORED PLATFORM
    You may access the Scored Platform by a link provided on our website www.scored.film and via the login page located on our website and inside of the Scored software. It is your responsibility to ensure that you are able to comply with the relevant system requirements as set out on the Scored Website at www.scored.film/privacy.html.

    We accept no responsibility for any lack of functionality that is due to your equipment (including your device, internet connection, operating system or settings and software). Access to parts or all of the Scored Platform may be restricted from time to time to allow for repairs, maintenance or updating. We reserve the right to withdraw, take down or amend all or part of the Scored Platform, any Sample or Composer Content at any time.

    It is your responsibility to pay for all costs and expenses (including all telephone call or line charges or internet service data access) that you may incur using the Scored Platform.

    Your use of the Scored Platform and enjoyment of its features and content hosted or made available through the Scored Platform may vary in functionality, availability and quality depending on the type of device and operating system you use.

  3. OWNERSHIP OF SOFTWARE
    The Scored Platform contains copyrighted material, trademarks and other intellectual property that is provided by and belongs to Scored and third parties. Scored owns and will retain all title, ownership rights and Intellectual Property Rights in and to the Scored Software and Composer Content.

  4. GRANT OF LICENCE
    In consideration of and subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferrable licence to use the Scored Platform upon the terms and conditions set forth in this Agreement. We reserve all rights in and to the Scored Platform not otherwise granted in this Agreement.

    You grant us a non-exclusive licence to use, store and copy any audio or audiovisual content that you upload to or use with the Scored Platform for the purpose of ensuring the functionality of the Scored Platform.

  5. ASSIGNMENT
    Scored owns all rights in Composer Content contained in the Scored Platform. You acknowledge that your contribution to any Composer Content recorded by use of the Scored Platform is not sufficient to constitute a new copyright work. However, to the extent that you are vested with or acquire rights in any derivative work or other Composer Content, you hereby assign absolutely to Scored with full title guarantee and free from all encumbrances your entire right, title and interest including, but not limited to, all Intellectual Property Rights in and to all Composer Content by way of present assignment of current and future rights under the laws of all jurisdictions in the world. You shall do all such acts and execute all such documents as may be necessary to ensure that the rights intended to be vested in Scored by this section are so vested. You hereby waive any and all of your so called ‘moral rights’ throughout the world and to the extent that this is not possible, you agree not to assert them against Scored.

  6. TERMS OF BETA TIER SERVICE
    The following terms apply to the beta version of the Scored Service.

  7. RESTRICTIONS ON USE
    Save as set out herein and where your subscription to a particular Tier explicitly permits you to do so, you may not:

    1. distribute, share, sublicense, lend, lease or otherwise make the Scored Platform, any Samples, any Projects or any Rendered Items available to any third party (on the internet, an information network or tangible media, by broadcast or in any other manner) or exploit the Scored Platform, any Samples, any Projects or any Rendered Items commercially;
    2. modify, alter, adapt, create derivative works from or translate the whole or any part of the Scored Platform, or permit the Scored Platform or any part of it to be combined with, or become incorporated in, any other programs;
    3. copy the Scored Platform any Samples, any Projects or any Rendered Items except where such copying is incidental to the normal use of the Scored Platform, or where it is necessary for the purpose of back-up or operational security;
    4. transfer your rights under this Agreement to any third parties;
    5. allow any other person to use or access your account or subscription;
    6. to keep your account username and password secure at all times and not to disclose your account username or password to any other person;
    7. not to allow any other person to use or access your account;
    8. reverse engineer, decompile or disassemble the Scored Platform or otherwise attempt to obtain its source code;
    9. introduce any viruses or any other software, computer code, file or program designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    10. access or attempt to access the accounts of other users of or subscribers to the Scored Platform;
    11. remove or alter any copyright, trademark or other proprietary notice contained in the Scored Platform; or
    12. use the Scored Platform, any Samples, any Projects or any Rendered Items in any manner that:
      1. is not set forth in this Agreement (and you acknowledge that such use violates this EULA and applicable law);
      2. infringes the Intellectual Property Rights, rights of publicity or any other right of Scored or any third party;
      3. interrupts, damages or impairs the Scored Platform or the service provided by Scored;
      4. is or may be libellous, defamatory, slanderous, offensive, damaging or which we believe might damage our reputation, or that of the Scored Platform; or
      5. is otherwise illegal in nature.

    Unauthorised copying, hiring, lending, public performance and broadcasting of the Scored Platform, any Samples, any Projects or any Rendered Items is prohibited. You are not granted any commercial, sale, resale, reproduction, distribution or promotional use rights for the Scored Platform, any Samples, any Projects or any Rendered Items.

  8. TERMINATION
    You may terminate your subscription at any time by giving thirty (30) days’ notice in writing to Scored.

    We may terminate your subscription and right to use the Scored Platform immediately and without notice if:

    1. you fail to comply with any provision of this Agreement; or
    2. if we discontinue the Scored Platform in your country.

    Suspension, restriction or termination of your access to the App will not limit our right to take any other action against you that we consider appropriate. If this Agreement is terminated you acknowledge that you have no rights in any Composer Content.

  9. PERSONAL DATA
    By using the Scored Platform, you consent to us collecting and using the personal data you provided when opening your account, the technical information about your device and related software, hardware and related information for the purpose of helping us to improve the Scored Platform and provide any services to you. For more information on how we use your personal data, please see our Privacy Policy www.scored.film/privacy.html.

  10. OUR OBLIGATIONS
    Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence or fraud and your liability for death or personal injury caused by your negligence or fraud.

    We are not responsible for:

    1. losses, damage, costs or expenses not caused by our breach of this Agreement;

    2. any indirect or consequential loss or damage which means a loss suffered by you which is a side effect of the main loss or damage and where we could not have anticipated that type of loss arising when you agreed to this Agreement including any loss of profit, loss of business, business interruption or loss of business opportunity; or

    3. any harm, loss or damage suffered by you or anyone else if the Scored Platform is interrupted, suspended or otherwise not provided to you or if we do not comply with this Agreement because of events beyond our control (for example, industrial disputes, technical difficulties, failure of or delays in communications networks, acts of terrorism or power failure).

    For any loss or damage suffered by you or anyone else that may arise from use of the Scored Platform and which is not otherwise excluded under this section 10, our liability is limited to £100.

  11. INDEMNITY
    You agree to compensate, defend and keep us fully indemnified against any losses, damages, claims or legal proceedings brought against us by any person as a result of your breach of any term of this Agreement.

  12. DISCLAIMER AND TECHNICAL LIMITATIONS
    We do our best to provide a fully functional platform and service, but the Scored Platform and the service provided through it is provided without express or implied warranty or condition of any kind, on an ‘as-is’ basis.

    You acknowledge and accept that your access to the Scored Platform is dependent on connectivity over communications networks and facilities that are outside of our operation and control and that your use of the Scored Platform may be subject to limitations, delays and other problems inherent in the use of such networks and facilities.

    Taking this into account, we give no warranty that your use of the Scored Platform will be uninterrupted or error free. You acknowledge and accept that we are not responsible for any loss or damage of any kind that you may suffer as a result of any interruption or delay to your access to the Scored Platform, or as a result of any failure or error in the transfer of data over those networks and facilities in connection with your use of the Scored Platform.

  13. CONTACT
    If you need to contact us, please email us at .

    If we have to contact you, we will do so by e-mail to the address you provide to us in the creation of your account.

  14. MISCELLANEOUS
    We can assign, sub-contract and otherwise transfer any or all of our rights and obligations under this Agreement to any company, firm or person. We will only do this if it does not affect your rights under this Agreement. Please note that you may terminate this Agreement in accordance with clause 8 at any time. You may not transfer your rights or obligations under this Agreement to anyone else.

    If you breach this Agreement and we take no action against you, or if we delay in doing so, that will not mean that we have waived our rights against you and we will still be entitled to enforce our rights and remedies against you in relation to that breach and to use our rights and remedies in any other situation where you breach this Agreement.

    If any part of this Agreement is disallowed or found to be ineffective by any court or regulator, the remainder of this Agreement will continue to govern each of our respective obligations.

    Except as otherwise expressly stated, this Agreement contains the entire agreement between us and you relating to use of the Scored Platform and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between us and you relating to use of the Scored Platform.

    This Agreement is not intended to, nor shall it, create any rights, entitlements, claims or benefits enforceable by any person who is not party to it. Accordingly, no person shall derive any benefit or have any right, entitlement or claim in relation to this agreement by virtue of the Contract (Rights of Third Parties) Act 1999.

    This Agreement and all matters or issues collateral thereto shall be governed by the laws of the England and the parties submit to the exclusive jurisdiction of the English Courts.