Hotly Terms of Service

Last Updated: July 22, 2024

Welcome to Hotly, Inc. (“Hotly”, “we”, “us”, or “our”). These Terms of Use (“Terms”) govern your use of our mobile application (the “Application”), website, https://hotly.com, (the “Site”) and the services provided through the Site or the Application (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.

ELIGIBILITY

You (as defined below) must be at least 18 years old to create an account ("Account”) on the Services. By accessing or using the Services or otherwise agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old, or if you are under the age of 18 you have obtained consent from a parent or legal guardian to use the Services; (b) you have not previously been suspended or removed from the Services; and (c) your use of the Services is in compliance with any and all applicable laws and regulations. If you are an individual representative of an entity, organization, or company, you represent and warrant that you have authority to bind such entity, organization, or company and those individuals who will be operating any Accounts to the Agreement and any subsequent agreements or order forms entered into between you and us.
If you access or download the Application from: (1) the Apple App Store, you agree to any usage rules set forth in the Apple App Store ‘s posted terms of service; and/or (2) the Google Play Store, you agree to the Android, Google Inc. posted terms and conditions including the Google Apps terms of service.
People who are 13 or older but under the age of majority where they reside may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by the Agreement. Children under 13 are not permitted to use the Services. If you know someone under the age of 13 using the Services, please let us know by emailing care@hotly.com. If you are a parent or legal guardian of a child under 13 who has created an Account, please include any information, such as username, that will aid in identifying the Account, to have the Account closed and personal information deleted.

USER ACCOUNTS

The Services allow users (“User” or “You”) to create, and share covers of popular songs. You may use the Services only for lawful purposes and in accordance with these Terms.

You agree not to use the Services to:

Violate any applicable local, state, national, or international law or regulation.
Infringe upon or violate our intellectual property rights or the intellectual property rights of others.
Engage in any conduct that is harmful, fraudulent, or otherwise objectionable.

To use certain features of the Site and Services, you may need to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
You are responsible for safeguarding your password and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

USE OF THE SERVICES

Your Use of the Services.

Unless otherwise expressly authorized by Hotly in writing, we authorize you, subject to these Terms, to access and use the Services at our discretion solely for your own personal or internal business purposes. Any other use is expressly prohibited.

License and Ownership Terms for Hotly Sounds.

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.

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.
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.
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.

Certain Restrictions.

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.

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.

Updates.

You acknowledge and agree that Hotly may require you to accept updates to the Services that you have installed on your computer or mobile device. You acknowledge and agree that Hotly may update the Services with or without notifying you. You may also need to update third-party software from time to time in order to use the Services and any third-party software (for example, for certain premium add-ons and plugins you purchase, license, or otherwise access through or with the Services).

Hotly’s privacy policy is incorporated herein by reference in relation to any data collected from you through your use of the Services. Hotly reserves the right to modify its privacy policy in its reasonable discretion from time to time.

SUBCONTRACTORS

You acknowledge and agree that Hotly may, in its sole discretion, use subcontractors and/or any other third-party service providers in its provision of the Services.

INTELLECTUAL PROPERTY RIGHTS

We respect the intellectual property rights of others and expect our Users to do the same. All content, including but not limited to text, graphics, logos, and software, is the property of Hotly or its licensors and is protected by intellectual property laws.
By submitting or posting content on or through the Site or Application, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such content in connection with the Services and our business.

USER-GENERATED CONTENT

You shall fully own and retain ownership, in perpetuity across the universe and metaverse, of any original content you create and submit to Hotly for use in the Services. By creating and submitting content, you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license, in perpetuity across the universe and metaverse, to use, distribute, modify, run, copy, publicly display, translate or otherwise create derivative works of your content or otherwise use it in connection with the operation of the Services in a manner that is consistent with our Privacy Policy and these Terms.
The license you grant us can be terminated at any time by deleting your content and/or Hotly account. However, to the extent that Hotly (or our partners and affiliates) have used your content in connection with commercial or sponsored content, the license will continue until the relevant commercial or post has been discontinued by us.
You give us permission to use your username and any other identifying information associated with your account in a manner that is consistent with our Privacy Policy.
You represent and warrant that you have the necessary rights and permissions to submit content and that your content does not infringe or violate the rights of any third party.

PRIVACY

Hotly’s privacy policy is incorporated herein by reference in relation to any data collected from Users through their use of the Services. Hotly reserves the right to modify its privacy policy in its reasonable discretion from time to time.

TERMINATION

We may terminate or suspend your account and access to the Services at any time, without prior notice or liability, for any reason, including if you breach these Terms.
Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services.

LIMITATION OF LIABILITY

CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HOTLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VI) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
CAP ON LIMITATION OF LIABILITY. HOTLY’S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE TERMS FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE AGGREGATE FEES PAID BY USER TO HOTLY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM. IF USER HAS PAID NO FEES TO HOTLY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM, THEN THE MAXIUM CUMULATIVE LIABILITY SHALL BE LIMITED TO NO MORE THAN A TOTAL OF ONE HUNDRED UNITED STATES DOLLARS ($100.00).

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SERVICES, AND ALL RELATED DELIVERABLES AND SERVICES ARE PROVIDED “AS IS.” HOTLY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. HOTLY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. HOTLY DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR WILL BE SECURE OR UNINTERRUPTED. HOTLY WILL NOT BE LIABLE FOR ANY IMPACT TO THE SERVICES CAUSED BY THE HARDWARE OR USER’S MACHINES OR EQUIPMENT. FURTHER, HOTLY SHALL NOT BE LIABLE TO USER OR ANY THIRD-PARTY FOR ANY DAMAGE OR LOSS CAUSED BY COMPUTER VIRUSES, MALWARE, OR OTHER HARMFUL SOFTWARE THAT MAY AFFECT THE USER’S HARDWARE, SOFTWARE, OR DATA.

INDEMNIFICATION

By User. Subject to the other provisions of this Section 12, you (“Indemnifying Party”) will defend, indemnify, and hold Hotly (“Indemnitee”) and its officers, directors, consultants, employees, successors, and assigns (“Hotly Indemnitees”) harmless against any and all losses, damages, liabilities, and costs, including reasonable attorneys’ fees and court costs (“Damages”) incurred by Indemnitee and/or any of the Hotly Indemnitees arising out of or relating to any third-party claim, suit, action, or proceeding (“Claims”) that: (i) alleges Customer’s or its Users’ breach of any of its representations, warranties, or obligations set forth in these Terms; (ii) alleges Customer’s or its Users’ intentional or unintentional misuse of the Services, and (iii) relates to the Customer or User Content as used by Hotly in accordance with these Terms.
Procedure. The Indemnifying Party’s obligations as set forth in this Section 12 are contingent on: (i) the Indemnitee providing the Indemnifying Party with prompt written notice of the Claim (and any information that may reasonably give rise to a Claim), but only if the Indemnifying Party is materially adversely prejudiced by failure to receive such notice; (ii) the Indemnifying Party having the right to defend the Claim at its own expense and with counsel of its choosing; (iii) the Indemnifying Party having the right, in its sole discretion, to settle the Claim so long as such settlement does not impose any monetary or material non-monetary obligations on the Indemnitee (other than Indemnitee no longer using the Services, as the case may be), and provided that the Indemnitee will be included in any release language as part of any such settlement; and (iv) the Indemnitee providing (at the Indemnifying Party’s expense) such assistance and information as the Indemnifying Party may reasonably require to investigate, defend, or settle the Claim.

HOTLY’S DMCA POLICY

Notification. The DMCA provides recourse for intellectual property owners who believe that material appearing on the Internet infringes their rights under U.S. law. If you believe in good faith that materials posted on the Services infringe your intellectual property rights, then you (or your agent) may send us a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Services are covered by a single notification, a representative list of such works);
Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Services;
Your name, address, telephone number, and email address (if available);
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, then the DMCA permits you to send us a counter-notice.

Designated Agent.

Notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices with respect to the Services should be sent to:
care@hotly.com

False Notifications of Claimed Infringement.

The Copyright Act provides that “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” 17 U.S.C. § 512(f). Accordingly, we reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA. The foregoing is not intended to provide you with legal advice.

GENERAL PROVISIONS

Publicity. Hotly may include you on its user lists. Hotly may use your name, image and likeness in any way Hotly deems fit. Hotly may, at its sole discretion, make public announcements or advertisements disclosing you as a Hotly user, disclosing you as a user on its user lists, or otherwise disclosing your content on Hotly’s application.
No Waiver. The Agreement may not be altered, amended, or modified in any way except by a writing signed by the party to be charged. The failure of a party to enforce any provision of the Agreement will not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
Severability. In the event that any provision of the Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the rest of the Agreement will remain in full force and effect.
Relationship. Hotly is an independent contractor and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Hotly and User. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. The Agreement does not confer any benefits on any third party unless expressly stated therein.
Force Majeure. Except for User’s payment obligations, neither party will be liable for failure to perform or delay in performing any obligation under the Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, epidemic or pandemic, damage, destruction, power outage, telephone outage, internet access provider failure, or any other similar cause beyond its control.
Assignment. User may not assign or delegate its rights, duties, and obligations under the Agreement without Hotly’s express prior written consent, which such consent will not be unreasonably withheld or delayed.
Notices. Any notice required or permitted by the Agreement will be in writing and will be sent by first-class mail, email, courier, or personal delivery. If to User, notices will be sent to the then-current address provided on the User’s account. If to Hotly, notices will be sent via email to care@hotly.com, or at such other address for which Hotly gives notice hereunder. Notice is effective upon receipt. Notwithstanding the foregoing, User consents to receive electronic communications that may be sent by Hotly (including through the Services, such as posting on User’s account) and any such communication will constitute notice under this Section 14.7.
Entire Agreement. The Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. With the exception of a subsequent agreement, any other written terms or conditions, or other document that User sends to Hotly that contains terms that are different from, in conflict with, or in addition to these Terms are hereby rejected and will be void and of no effect.
Legal Counsel. Each of the parties acknowledges that it had the right and opportunity to seek independent legal counsel of its own choosing in connection with the execution of this Agreement, and each of the parties represents that it has either done so or that it has voluntarily declined to do so, free from coercion, duress or fraud.
Governing Law. These Terms shall be governed and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions. Any arising dispute shall be heard exclusively in a court of competent jurisdiction located in the State of Arizona.
Changes to the Terms. We reserve the right to modify or replace these Terms at any time.
Tournament Participation.

Eligibility and Entry:

Participation in tournaments hosted by Hotly may require payment of entry fees, which must be paid in the form of gold tokens purchased via the Site or Application. All entry fees are non-refundable and non-transferable.
Each player will receive a reasonably fair opportunity to compete in each level of the tournament. Prizes, in the form of cash or other giveaways, will be awarded based on a players' performance and position at the completion of the tournament.
Hotly's platform is not a gambling service. Prizes, whether cash or giveaway, will be clearly defined prior to the start of each tournament.

Prizes:

Prizes will be awarded to players based on their performance and position in the tournament. The nature and value of prizes will be disclosed prior to the commencement of the tournament.

Fair Play and Cheating:

Hotly's platform is designed to ensure fair play, with measures in place to prevent cheating. Any User found to be engaging in cheating or other illicit conduct will be promptly removed from the tournament and banned from further accessing the Services. In such event, the User forfeits the rights to any prizes won during the tournament.

Notice Regarding Apple.

To the extent that you are using or accessing the Services on an iOS device, you acknowledge and agree to the following terms of this clause:

You acknowledge that these Terms are strictly between you and Hotly only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services and/or any materials made available in via the Services.
Apple has no obligation to furnish you with any maintenance and support services with respect to the Services.
If the Services fail to conform to any applicable warranty, you may notify Apple and Apple may refund (subject to their discretion and refund policy) the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be subject to the terms of Sections 10, 11 and 12 of these Terms.
Apple is not responsible for addressing any claims by you or any third party relating to the Services or your use of the Services, including but not limited to (1) product liability claims; (2) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Application infringes that third party’s intellectual property rights.
You agree to comply with any applicable third-party terms when using the Services, including any usage rules set forth in the Apple App Store agreement of service.
Apple and their subsidiaries are third-party beneficiaries of these Terms and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.