Hotly Terms of Service

3.2.1 Your Use of Sounds. Hotly will make certain samples, presets, loops, stems, one-shots, sounds and MIDI patterns or files available to you in the provision of the Services ("Sounds"). You acknowledge and agree that any Sounds made available to you on the Application, Site or as otherwise provided in the commission of the Services may be the intellectual property of a third-party artist ("Third-Party Artist") that has granted us the rights to host and stream such Sounds on their behalf provided that the Third-Party Artist retains all ownership rights to any such Sounds. Sounds are licensed, not sold, to you via a non-exclusive, non-transferable license. Upon your download of a Sound, you may use the Sound to create New Recordings or Creative Works for non-commercial purposes.

3.2.1.1 New Recordings. Subject your compliance with the Agreement we grant you a non-exclusive, non-transferable, perpetual non-commercial right to use Sounds you obtain through Hotly in combination with other sounds in music productions to create new recordings (each a "New Recording"). This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense and otherwise use Sounds as embodied in a New Recording, except for commercial purposes and except as otherwise prohibited herein. For the avoidance of doubt, you will not own the Sounds nor will you own any New Recording created by you. Any such New Recording created by you shall remain the sole property of Hotly, or in the event any such New Recording uses Sounds that are the intellectual property of a Third-Party Artist, said Third-Party Artist will retain full ownership of that portion of the New Recording that embodies their original Sounds.

3.2.1.2 Creative Works. Further subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, perpetual non-commercial right to use Sounds you obtain through Hotly for non-commercial use in creative works other than New Recordings, such as but not limited to, video games, film or television projects (including synchronization uses), radio, live performances, and so-called vlogs, used either in isolation as sound effects, loops, and/or sound mixes (collectively, "Creative Works"). Non-fungible tokens (i.e. NFTs) are not Creative Works. For the avoidance of doubt, you will not own the Sounds nor will you own any Creative Works created by you. Any such Creative Works created by you shall remain the sole property of Hotly, or in the event any such Creative Works uses Sounds that are the intellectual property of a Third-Party Artist, said Third-Party Artist will retain full ownership of that portion of the Creative Works that embodies their original Sounds.

3.2.1.3 Prohibited Uses. Notwithstanding anything to the contrary and with respect to both New Recordings and Creative Works, you may not (a) sublicense the Sounds in isolation as sound effects, loops, or as source material for any other form of sample (even if you modify the Sounds), (b) use or sublicense Sounds in a manner competitive to Hotly or its licensors, (c) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer the Sounds to a third party; (d) redistribute Sounds in new sample packs; (e) re-record or re-produce the Sounds (e.g., re-record vocals of a Sound for use in a New Recording or Creative Work); (f) use the Sounds as source or training material for generative or other artificial intelligence programs. Additionally, you may not use the name, image, or likeness of any artist, including any Third-Party Artists, associated with a Sound in any way without that artist's express written permission. Prohibited uses include, but are not limited to, including the photo of an artist, including any Third-Party Artists, associated with a Sound when promoting your New Recording or Creative Work and/or crediting the artist as a featured artist on, or other contributor to your New Recording.

3.3.1 You must use the Services in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Services, you shall not:

• interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) modifying, translating, adapting, merging, making derivative works of, disassembling, decompiling, reverse compiling or reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law;
• interfere with the operation of the Services or any User's enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services;
• perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;
• disclose personal information about another person or harass, abuse, or post objectionable, pornographic, harmful, offensive, or obscene material;
• license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of your rights in the Services to a third party without our express written consent;
• use the Services in an illegal way or in violation of any applicable law or that otherwise results in fines, penalties, and other liability to us or others;
• violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third-party intellectual property right);
• frame or utilize framing techniques to enclose any trademark, logo, or other Hotly trademark or intellectual property (including images, text, page layout or form);
• use any metatags or other "hidden text" using Hotly's name or trademarks;
• use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Site or Application (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site or Application for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
• except as expressly stated herein, copy, reproduce, distribute, sell, republish, download, display, post or transmit any Hotly trademark or intellectual property in any form or by any means;
• sell, distribute or otherwise share any data made available to you or otherwise obtained by you through the Services;
• remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
• use the Services to send unauthorized advertising or spam;
• harvest, collect, or gather User data without the User's consent;
• use the Services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties;
• use the Services in a manner that is inconsistent with or in violation of these Terms; or
• assist or permit any persons in engaging in any of the activities described above.

3.3.2 Hotly, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services or Hotly trademarks or intellectual property terminates the licenses granted by Hotly pursuant to these Terms. You may use the Services only for its intended purpose.