Uppbeat User Agreement

We are Music Vine Limited (t/a Uppbeat) of Tailors Corner, 1 Thirsk Row, Leeds LS1 4DP, United Kingdom.

This Agreement sets out the terms and conditions on which you use the Platform and are thereby granted licenses to use the Content. By creating an Uppbeat account, you confirm that you accept this Agreement and that you agree to comply with it in full. We may update this policy from time to time, so please check this page occasionally to ensure you are happy with any changes.

This Agreement has been entered into on the date that you first opened your Uppbeat account.

1. Definitions

References to words importing the singular shall include the plural and vice versa.

General & Platform

Credit: In respect of each Music Track, the credit provided by us to you on Content download from the Platform which must be used in conjunction with all uses of such Content by Free Users.
Download Allowance: A permit to download a single piece of Free Content on the Platform, as further detailed in Clause 5.
IP Rights: All intellectual property rights (including copyright and neighbouring rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, confidential information), in each case whether registered or unregistered, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
License: The agreement detailing the specific terms of your usage of the Content, as further detailed in Clause 4. Specifically:
- The Uppbeat Legacy License, which is available publicly at https://uppbeat.io/uppbeat-legacy-license
- The Uppbeat Basic License, which is available publicly at https://uppbeat.io/uppbeat-basic-license
- The Uppbeat Solo Professional License, which is available publicly at https://uppbeat.io/uppbeat-solo-professional-license
- The Uppbeat Business & Team License, which is available publicly at https://uppbeat.io/uppbeat-business-team-license
License Agreement: The agreement collectively comprised of this Agreement and the License, setting out the terms on which you are granted a license to use the Content.
Metadata: Data provided either alongside or embedded into the Content, which describes the Content. This includes but is not limited to: descriptions, keywords, locations, model or performer information, timestamps, and EXIF data.
Paid Advertising: Any material created by you or on your behalf with paid distribution and with the sole function of promoting a product or service.
Permitted Distribution: The means by which you may distribute the Permitted Media, as further detailed in the applicable License Agreement.
Permitted Material: The nature of material created by you or on your behalf in which you may use the Content, as further detailed in the applicable License Agreement.
Permitted Media: The type of Permitted Material, as further detailed in the applicable License Agreement.
Platform: Our Uppbeat-branded Content sub-licensing platform.
Safelist: The tool, available to Paid Subscribers, which prevents copyright claims for Content on specified Safelisted Channels.
Safelisted Channels: YouTube channels, identified by Channel ID, which are on the Safelist.
Term: The duration of this Agreement as further detailed in Clause 2.
Uppbeat Support: The official Uppbeat support team, contacted via the Help Center.
YouTube Copyright Claim: A music Content ID claim applied by YouTube's Content ID system to a YouTube video.

Accounts & Subscription

Billing Period: The length of time from a payment, or attempted payment, of a Paid Subscription until the next monthly or annual charge is scheduled.
Free Account: A free subscription to the Platform.
Free User: A person who subscribes to a Free Account.
Paid Subscriber: A person who subscribes to a Paid Subscription.
Paid Subscription: A paid-for subscription to the Platform. In the event that a service that is typically a Paid Subscription is obtained legitimately without payment, such as by partnership or other special offer, this is still considered a Paid Subscription.
Paid Subscription Fee: The fee payable by Paid Subscribers for Paid Subscriptions.
Subscription Features: Additional features on the Platform which are only made available to Paid Subscribers according to their Uppbeat Plan.
Uppbeat Plan: The specific Paid Subscription active on your account. Users without a Paid Subscription are considered to be on the Uppbeat Free plan. Your specific Uppbeat Plan determines which License Agreement applies on download, and which Subscription Features are available to you. The Uppbeat Plans are: Uppbeat Free, Uppbeat Essentials, Uppbeat Creator, Uppbeat Pro, and Uppbeat Business.

Library

Authorised Derivative Content: Content which has been directly modified via services on the Platform.
Content: The Music Tracks, the Sound Effects, the Motion Graphics, and the Stock Video. Includes: (i) the Free Content; (ii) subject to being a Paid Subscriber of a qualifying Uppbeat Plan, the Paid Content; (iii) the Authorised Derivative Content.
- Free Content: The Content, which is made available to Paid Subscribers and Free Users.
- Paid Content: The Content, which is made available to Paid Subscribers (and not to Free Users).
Contributor: In respect of each piece of Content, our licensor (such as the writer, publisher, performing artist, producer, or record label).

Music

Music Tracks: The master sound recordings, together with the underlying musical works (including any lyrics) that are embodied in such master sound recordings, which are made available via the Platform as part of Uppbeat's Music library.
- Free Music Tracks: The Music Tracks, which are made available to Paid Subscribers and Free Users.
- Paid Music Tracks: The Music Tracks, which are made available to Paid Subscribers (and not to Free Users).

Sound Effects

Sound Effects: Also known interchangeably as SFX. The master sound recordings, together with any applicable underlying musical works (including any lyrics) that are embodied in such master sound recordings, which are made available via the Platform as part of Uppbeat's Sound Effects library.
- Free Sound Effects: The Sound Effects, which are made available to Paid Subscribers and Free Users.
- Paid Sound Effects: The Sound Effects, which are made available to Paid Subscribers (and not to Free Users).

Motion Graphics & LUTs

Motion Graphics: Visual assets, such as pre-rendered animations, graphic templates, and LUTs, which are made available via the Platform as part of Uppbeat's Motion Graphics and LUTs libraries. Includes the Free Motion Graphics and the Premium Motion Graphics.
- Free Motion Graphics: The Motion Graphics, which are made available to Paid Subscribers and Free Users.
- Paid Motion Graphics: The Motion Graphics, which are made available to Paid Subscribers of a qualifying Uppbeat Plan.
LUTs: Lookup tables created for the purpose of altering the colours of footage as part of an editing workflow. For the purposes of this Agreement, LUTs are considered to be Motion Graphics.

Stock Video

Stock Video: Also known interchangeably as Stock Footage. Visual assets, such as film or video footage, which are made available to Paid Subscribers and Free Users via the Platform as part of Uppbeat's Stock Video library.
- Free Stock Video: The Stock Video assets, which are made available to Paid Subscribers and Free Users.
- Paid Stock Video: The Stock Video assets, which are made available to Paid Subscribers of a qualifying Uppbeat Plan.

2. Term

2.1 — The Term will start on either the date of opening of your Free Account, or the date of first payment of your Paid Subscription, whichever is sooner or applicable.

3. Platform

3.1 — We own, control and operate the Platform.
3.2 — We may update and change the Platform from time to time to reflect changes to our content (including the Content) and our users' needs. We will try to give you reasonable notice of any major changes.
3.3 — We do not guarantee that the Platform, or any content (including the Content) on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Platform for business and operational reasons. This may include the removal of Content at any time.
3.4 — Although we make reasonable efforts to update any informative content on the Platform, we make no representations, warranties or guarantees, whether express or implied, that any such content on the Platform is accurate, complete or up to date.
3.5 — Although we make reasonable efforts to ensure that the Metadata associated with each asset is accurate, we cannot guarantee complete accuracy of this information. This includes, but is not limited to: keywords, descriptions, locations, details about models, and categorisation.
3.6 — You are responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software.
3.7 — In the case of Music:
- 3.7.1 — In respect of YouTube use of each Music Track, we require that you follow all of our directions, including use of the Credit (where appropriate) to eliminate YouTube Copyright Claims.
- 3.7.2 — Although we use all reasonable efforts to ensure that you do not experience any YouTube Copyright Claims, we make no representations, warranties or guarantees, whether express or implied, that no such YouTube Copyright Claims will be experienced by you.
3.8 — In the case of Motion Graphics:
- 3.8.1 — Motion Graphics that are designed for use in a single piece of editing software will have the name of the software and the minimum supported version listed (the "Software Compatibility"). For Motion Graphics with a stated Software Compatibility:
  - 3.8.1.1 — We make reasonable efforts to ensure that the Motion Graphic is compatible with the stated software. In the event that the Motion Graphic is not compatible with the software as stated, please contact Uppbeat Support with the name of the Motion Graphic, the version of the software used, and any other relevant technical information about your system.
  - 3.8.1.2 — Unless otherwise stated, we reasonably assume that Motion Graphics will be compatible with future versions of stated Software Compatibility. However, we do not guarantee that the Motion Graphic asset will be compatible with future versions of the editing software.
3.9 — In the case of Stock Video:
- 3.9.1 — Unless otherwise stated, all Stock Video assets have been encoded using HEVC (H.265) and are provided in mp4 containers. It is your responsibility to ensure that this format is compatible with your editing tools.
- 3.9.2 — While many Contributors will take care to avoid IP and other brand elements, these items may be incidentally included in Stock Video. It is your responsibility to ensure that the Content is suitable for your project.

4. Your Use of the Content

4.1 — By downloading the Content, you are granted a license for a single use of that Content, which comprises this Agreement and the License applicable to your Uppbeat Plan (collectively the "Licence Agreement"):
- 4.1.1 — The Uppbeat Legacy License applies to Paid Subscriptions meeting the criteria of Clause 1 of The Uppbeat Legacy License.
- 4.1.2 — The Uppbeat Basic License applies to Uppbeat Free, Uppbeat Essentials and Uppbeat Creator.
- 4.1.3 — The Uppbeat Solo Professional License applies to Uppbeat Pro.
- 4.1.4 — The Uppbeat Business & Team License applies to Uppbeat Business.
4.2 — The License which applies is the most recent at the time of download.
4.3 — By downloading the Content you agree to be bound by the License Agreement. This includes, but is not limited to:
- 4.3.1 — You agree that your usage of the Content is in accordance with the Content Usage of the License Agreement;
- 4.3.2 — You agree that your usage of the Content is in accordance with the Permitted Material of the License Agreement;
- 4.3.3 — You agree that this use is in accordance with the Permitted Media of the License Agreement;
- 4.3.4 — You agree that this use is in accordance with the Permitted Distribution of the License Agreement; and
- 4.3.5 — You acknowledge and accept the Grant of Rights of the License Agreement.

5. Free User Download Allowance

5.1 — Each Download Allowance covers one download of one piece of Free Content by Free Users.
- 5.1.1 — In the case of Motion Graphics and Stock Video, if you are a Paid Subscriber to Uppbeat Essentials, your Download Allowance applies as it would to Free Users.
5.2 — If a download is unsuccessful, cancelled, or the downloaded file lost, Download Allowances will not be refunded.
5.3 — You are responsible for ensuring that you have sufficient internet speed, storage space, data allowance, and any other requirements to ensure a successful download of the Content.
5.4 — You may not register multiple accounts for the purpose of obtaining additional Download Allowances.
5.5 — We may add or remove Download Allowances from your account at any time.
5.6 — Download Allowances have no monetary value.

6. Paid Subscriber Download Allowance - Fair Usage & Abuse Prevention Measures

6.1 — All Paid Subscribers are entitled to unlimited downloads of the Content from qualifying Libraries in accordance with this Agreement.
- 6.1.1 — Paid Subscribers to Uppbeat Essentials are entitled to unlimited downloads of Music and Sound Effects. The Free User Download Allowance still applies to Motion Graphics and Stock Video.
- 6.1.2 — Paid Subscribers to Uppbeat Creator, Uppbeat Pro, and Uppbeat Business are entitled to unlimited downloads of all content.
6.2 — It is not permitted to download and stockpile Content for future use outside of the subscription period.
- 6.2.1 — We may determine, at our sole discretion, what constitutes unpermitted stockpiling.
6.3 — You are not permitted to run scripts or automations to download the Content.
6.4 — If you are a Paid Subscriber, your ability to download Content may be paused if, in our reasonable opinion, we suspect you to be using the Content outside the terms of this Agreement. In this event:
- 6.4.1 — You will be prompted to contact Uppbeat Support.
- 6.4.2 — Uppbeat Support will resume your downloads after verifying that your use of the Content is in accordance with this Agreement.
6.5 — The process outlined in Clause 6.4 will occur automatically if a Paid Subscriber downloads more than 500 pieces of Content within a period of one month.
6.5 — All Content downloaded whilst holding a Paid Subscription must be synchronised, integrated with, or applied to to your Permitted Material whilst still holding that Paid Subscription. It is not permitted to use previously downloaded Content once a subscription has ended.

7. Your Account Details

7.1 — You must treat your account login details as confidential. You must not disclose them to any third party. Access to your account must not be given to third parties. This is a material term of this Agreement.
- 7.1.1 — If you are a Paid Subscriber to Uppbeat Business, your account login details may be shared with other members of your organisation solely for the purpose of facilitating work within that organisation. Access to your account must not be given to anyone outside your organisation.
7.2 — We have the right to disable any account logins at any time if in our reasonable opinion you have failed to comply with any of the provisions of this Agreement.
7.3 — If you know or suspect that anyone other than you knows your user identification code or password, you must notify us promptly by contacting Uppbeat Support.

8. Payment, Pausing and Cancellation

8.1 — The following provisions apply if you are a Paid Subscriber:
- 8.1.1 — You may make payments by any of the methods accepted by us from time to time, which may include payment through a third party such as Stripe.
- 8.1.2 — If you make payments with a credit or debit card, you may update your chosen payment method on your "Account" page of the Platform. Following any update, you authorise us to charge the chosen payment method.
- 8.1.3 — You will be charged by your chosen payment method on the billing date and at the frequency set out on the Billing Settings section of your "Account" page of our Platform.
8.2 — If you pause your Paid Subscription:
- 8.2.1 — Your account will be considered to be in a "Pause State".
- 8.2.2 — You will lose access to the specified Subscription Features of your Paid Subscription until billing resumes.
- 8.2.3 — Billing will resume automatically on the date specified.
- 8.2.4 — Making changes to your Uppbeat Plan type or Billing Period will end the Pause State.
8.3 — If you choose to resume your Paid Subscription early while in a Pause State:
- 8.3.1 — You will be charged immediately.
- 8.3.2 — Your new Billing Period will be updated to reflect the current date.
8.4 — The option to pause, rather than cancel, your Paid Subscription is offered at our discretion and can be removed at any time.
8.5 — If we do not receive any payment when due:
- 8.5.1 — Until we have received payment in full, we may suspend your access to the following: the Paid Content; the Safelist, during which time we will not prevent YouTube Copyright Claims on Safelisted Channels; and the Subscription Features.
- 8.5.2 — We may reattempt payment multiple times for each missed payment, at any point before the next Billing Period.
- 8.5.3 — Upon entering into the next Billing Period, the outstanding charge will be cancelled and we will attempt to take payment for the next billing cycle under these same terms.
- 8.5.4 — After four consecutive missed monthly payments, your Paid Subscription will be automatically cancelled.
- 8.5.5 — When a missed payment is collected, your access to the features defined in Clause 8.5.1 will be restored until the end of the current Billing Period. Your billing date will not be adjusted, and we do not offer credits or refunds for the time already elapsed in the current Billing Period.
- 8.5.6 — In respect of some payment methods, the issuer may charge you certain fees, including foreign transaction fees (if applicable) or other fees relating to the processing of your payment. Please check with your payment method service provider for details.
8.6 — If you are a Paid Subscriber, you can cancel your Paid Subscription with us at any time:
- 8.6.1 — To cancel your Paid Subscription, go to the "My account" page of the Platform, enter the "Billing settings" section and click the "Cancel subscription" button at the bottom of the section. You must then complete the steps presented to you to cancel your Paid Subscription.
- 8.6.2 — Unless you cancel your Paid Subscription at least 24 hours before your next billing date, you authorise us to charge the fee for the next billing cycle to your payment method.
- 8.6.3 — Your Paid Subscription lasts until the end of your Billing Period during which you cancel your Paid Subscription, henceforth referred to as the "Subscription End Date".
- 8.6.4 — Your access to Paid Content, the Safelist and any other Subscription Features will continue until the Subscription End Date.
- 8.6.5 — Any videos uploaded to your Safelisted Channels during the duration of your Paid Subscription and before the Subscription End Date will continue to be protected from YouTube Copyright Claims.
- 8.6.6 — Payments are non-refundable, and we do not offer credits or refunds in respect of any partial Billing Periods.
- 8.6.7 — Your Paid Subscription will be cancelled at the Subscription End Date and we will take no further payments from you.
- 8.6.8 — Unless otherwise specified, after the Subscription End Date your Uppbeat Plan will become Uppbeat Free.
8.7 — We may, by notice in writing to you, change our charges in respect of Paid Subscriptions from time to time. Changes in our charges will apply from the start of the Billing Period following our notice to you of the change.
8.8 — The use of chargebacks will result in the immediate termination of your Uppbeat account.

9. Playlist Generator

9.1 — You must be at least 13 years old in order to use the Playlist Generator feature. If you are under the age of 18, you must obtain permission from your parent or legal guardian to use the Playlist Generator. By using the Playlist Generator, you affirm that you meet the age requirement and have obtained the necessary parental or guardian consent, if applicable.
9.2 — The Playlist Generator is powered by ChatGPT. If you are located in a country where the use of ChatGPT is prohibited or banned, you are not permitted to use the Playlist Generator.
- 9.2.1 — To determine the list of permitted countries, please refer to the official documentation at the following URL: https://platform.openai.com/docs/supported-countries.
- 9.2.2 — OpenAI reserves the right to deny access to its services, and extension the Playlist Generator, based on your geographical location or any other factors that indicate a violation of applicable laws or regulations.

10. Limitation of Liability

10.1 — Whether you are a consumer or a business user, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
10.2 — If you are using the Platform as a business or organisation:
- 10.2.1 — We exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it (including the Content); and
- 10.2.2 — We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, the Platform or the Content. In particular, we will not be liable for: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, goodwill or reputation; or (v) any indirect or consequential loss or damage.
- 10.2.3 — We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

11. Warranties and Indemnity

11.1 — You warrant and represent that: (i) you will comply with the terms of this Agreement in full; and (ii) any Permitted Material you distribute will comply with the standards set out in this Agreement. You will be liable to us and indemnify us for any breach of these warranties and representations. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty or representation.

12. Termination

12.1 — Either you or we may terminate this Agreement immediately by serving written notice on the other if the other: (i) commits a material breach of this Agreement and does not remedy such breach within seven (7) days of a breach notice being served (email to suffice); or (ii) is declared bankrupt or is wound up (save for a solvent winding-up as part of a corporate reorganisation).

13. General

13.1 — No one other than a party to this Agreement shall have any right to enforce any term of its terms.
13.2 — Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.3 — We may assign, transfer, mortgage, charge or deal in any other manner with this Agreement or any or all of our rights hereunder to any third party. You may not assign, transfer, mortgage, charge or deal in any other manner with this Agreement or any of your rights and obligations under or arising out of this Agreement or otherwise dispose of the benefit of this Agreement without our prior written consent.
13.4 — This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.5 — This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.