These Fan Engagement Terms alongside the Voia Terms of Service and Privacy Policy (collectively, these "Terms") govern your access to, and use of Voia Fan Engagement Campaigns ("Campaigns"). Please read these Terms carefully as they constitute a legal agreement between you and Voia.
"You" means you individually and any person acting as your agent, under your authority, or with your permission and, if you are accepting these Terms on behalf of a company or other legal entity, that legal entity. If you are accessing these Campaigns on behalf of an entity, you hereby agree to these Terms on your behalf and on behalf of such entity. No one under 18 is allowed to access or use these Campaigns.
For each Fan Engagement Campaign ("Campaign"), the arrangements will be as follows:
Artist and track selection. You will designate an artist ("Artist") for the Campaign. The Artist will select a 20 second segment of one of their music tracks ("Music Segment") to be used in the Campaign. The Artist and You hereby grant Voia the right to include the Music Segment, plus 5 seconds before and after the selected time range, in the Voia iPhone Application ("App") for the duration of the Campaign, and make it available for users generating videos on the App. The Music Segment will be exclusively available within the Campaign and will be removed from the App upon Campaign termination. You hereby represent that You have the rights to the Music Segment and the right to share it with users of mobile applications and on social media platforms.
Custom virtual location. Voia will design and deploy a custom virtual location ("Custom Location") to match Artist's creative choices and the selected track. If requested, the Voia creative team will conduct a call with the Artist and their creative team before starting the design process. The Artist and their team will be able to comment on the resulting design and Voia will perform up to two rounds of fixes to implement Artist's feedback. The Artist should submit feedback within 48 hours of receiving a preview of the location from Voia. The Custom Location will be made available for users of the App and will be exclusive to use within Campaign for its duration. Voia reserves the right to make the Custom Location available for general use in the App starting no earlier than 60 days after the campaign's end.
Artist video. The Artist will use the App to film a video with the selected Music Segment and Custom Location ("Artist Video").
On site fan videos (optional). You may shoot videos of fans ("Fan Videos") on site at concerts or other events. Fan Videos use the same Music Segment used in the Artist Video and the same Custom Location created for the Artist Video. Fans will lip-sync or dance to Artists music creating their own version of the Artist Video.
Online fan videos. Voia will create a custom landing page ("Campaign Page") inside the App showing the Artist Video with an optional custom message from Artist to their fans. Voia will also generate a specialized web link ("Deep Link") that will open the App in that landing page and lead the user to create their own Fan Video with the same Music Segment and Custom Location created for the Campaign.
Sharing online. You will encourage the Artist to share their video online alongside the Deep Link and encourage fans to join the Campaign. The Artist may tag and share Fan Videos to amplify the Campaign.
Amplification. You will use its own social assets to promote Artist Video and Fan Videos alongside the Deep Link to promote more Fan Video creation. You may use paid promotion to further amplify the Campaign.
To the extent permitted by its Terms of Service, Privacy Policy and applicable law, and subject to user consent where applicable:
Analytics. Voia will track user engagement with the Campaign, including but not limited to Deep Link clicks, Campaign Page visits and Fan Video creation. Voia will share this anonymized data with you across the lifetime of the Campaign during the term of this Agreement.
Lead generation. Voia will collect email addresses and/or social handles (e.g. Instagram usernames) from users engaging with the Campaign. Voia will present users with an option to opt-in and share their information with You.
These Terms will commence upon You completing the ordering process online. Upon that time, You have sixty (60) days to launch the Campaign by publishing the Artist Video online. After launching each campaign, Voia will keep campaign assets online and will continue to track campaign data until campaign termination, which will take place in thirty (30) days after launch. You maintain the right to terminate the campaign at any time prior to that, by written notification to Voia.
Upon termination, Voia will disable access inside the App to the Music Segment and Custom Location, so they cannot be used in new videos. Voia maintains the right to make the Custom Location available for general use inside the App no earlier than sixty (60) days after Campaign termination.
Confidentiality. At all times, both during the term of this Agreement and after its termination or expiration, and to the fullest extent permitted by applicable law, parties agree to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in connection with the performance of this Agreement, and not to disclose it to third parties except for employees, independent contractors, professional advisors, and other third parties providing services to either party in connection with the performance of this Agreement who are under non disclosure obligations for Confidential Information. In addition, either party may disclose the terms of this Agreement to current and potential investors and acquirers, shareholders, and their professional advisors, and as otherwise may be required by applicable law. Both parties further agree to take commercially reasonable efforts to protect the confidentiality of all Confidential Information, including, without limitation, implementing and enforcing procedures designed to prevent the unauthorized use or disclosure of Confidential Information. For purposes of this Agreement, "Confidential Information" means and will include: (i) any information, materials or knowledge regarding You, the Artist, Voia and their respective businesses, financial conditions, products, media, programming techniques, customers, suppliers, technology or research and development that is disclosed to the other party in connection with this Agreement; (ii) the terms and conditions of this Agreement. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of the other party; (b) was rightfully in possession of the other party at the time of disclosure, without restriction as to use or disclosure; or (c) one party rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure.
Data Protection. Voia agrees to comply with its privacy policy and all applicable data protection laws regarding the collection and use of personal data from the Artist and fans. User consent will be obtained where required in accordance with Voia’s privacy policy, and data will be used solely for the purposes outlined in this Agreement and as permitted by the Voia Terms of Service and Privacy Policy.
Intellectual Property. As between the parties, each party shall be the sole and exclusive owner of: (a) the intellectual property owned by such party prior to the Effective Date; and (b) the intellectual property developed by such party independent of this Agreement. In addition, the App will remain the sole and exclusive intellectual property of Voia, including any improvements, enhancements, and other modifications of the application and related technology developed by Voia during the term of this Agreement. If You provides any creative, technical, business or other feedback to Voia concerning the App or any Voia products or services (collectively, "Feedback"), Voia will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations, to You. Neither party will use any trademarks of the other party except with the prior consent of such party, and any use of a party’s trademarks shall be in compliance with such party’s brand guidelines to the extent such brand guidelines have been communicated in writing hereunder.
Representations and Warranties. You have the authority to accept these Terms and your execution of and performance under these Terms shall not breach any oral or written agreement with any third-party; You have the right to use the Music Segment and any other materials provided to Voia and to the best of your knowledge, the Music Segment and such other materials will not violate or infringe upon any trademark, trade name, service mark, copyright, right of publicity or other third-party intellectual property right.
Indemnification. You agree to indemnify and hold harmless Voia and its respective successors and permitted assigns and their respective officers, directors, shareholders, members, managers, employees, attorneys, agents and other representatives against any and all actual and verifiable third party claims arising from (a) any breach by you of any express term, covenant, representation or warranty hereunder and (b) any claim that the Music Segment or other materials provided to Voia infringes a patent, trademark, copyright or other intellectual property right of any party.
Last revision date: May 7, 2024