1.1These Terms Of Use set out the terms upon which you may access and use the beta version of a new music app developed by Splash (“Kaimix”). These Terms Of Use constitute a binding agreement between you and Popgun Labs Pty Ltd ABN 19 616 888 674 (“Popgun Labs”, “we”, “us”, “our”).
1.1By accessing and/or using Kaimix you agree to the terms of these Terms Of Use and our Privacy Policy. You should review these Terms Of Use and our Privacy Policy carefully and immediately cease using Kaimix if you do not agree to them.
2.1We own or license from third parties all rights, title and interest including copyright, designs, patents, trademarks and other intellectual property rights (“IP Rights”) in Kaimix and in all of the material (including all text, graphics, logos, sound recordings, musical works and other copyright works) made available in Kaimix (“Content”).
2.2Kaimix is an AI-powered music generator which lets users listen to, engage with, and create original sound recordings. Users can select from a number of music templates (“Template”) provided or inspired by third party artists (each an “Artist”), then vocalise a melody line (“Vocal Melody”) and/or sing a short verse (“Vocal Verse”). The final output is a sound recording, which may or may not include vocals (a “Mix”).
2.3If you elect to contribute:
(a)a Vocal Melody, the Vocal Melody will be converted to a synthesised sound and added to the Template; or
(b)a Vocal Verse, the Vocal Verse will be added to the Template.
2.4If you choose to add a Vocal Melody or Vocal Verse:
(a)you must not supply a Vocal Melody or Vocal Verse of the voice of a person other than you unless that person has granted you permission to record their voice and supply it to us for use in accordance with these Terms Of Use;
(b)you must not supply a Vocal Melody or Vocal Verse in which the person whose voice is on the Vocal Melody or Vocal Verse is mimicking or impersonating the voice of any other person unless that other person has granted you permission to do so, and has granted permission for the relevant Vocal Melody or Vocal Verse to be supplied to us for use in accordance with these Terms Of Use; and
(c)you must not supply a Vocal Melody or Vocal Verse unless you own the copyright in the Vocal Melody or Vocal Verse, or have secured all necessary permissions and licences from the owner of the copyright in them for them to be supplied to us for use in accordance with these Terms Of Use.
2.5If any contribution by you includes lyrics they must be lyrics in which you own the copyright, or in respect of which you have all permissions and licences which are necessary for them to be submitted to us and used in connection with the operation of Kaimix, with the provision of the functionality referred to in this clause 2, and which are necessary for all usages provided for by these Terms Of Use. You warrant that any lyrics included in contributions provided by you will not be defamatory, obscene or illegal and that they will not infringe the copyright or other rights of any third party.
2.6Subject to 2.8 below, Kaimix includes functionality which allows any user to do the following with Mixes created by Kaimix:
(a)listen to a Mix;
(b)copy a link (url to clipboard) to a Mix;
(c)share a Mix via certain social media platforms; or
(d)use a Mix as the audio track for an organic or paid social media or YouTube post at no cost, provided that attribution and a link back to the Kaimix platform and the originating user are included.
2.7Subject to 2.8 below, Kaimix includes functionality which allows the user that creates a Mix to do the following with that Mix in addition to the uses set out in 2.6 above:
(a)download the Mix; and
(b)use the Mix for any non-commercial basis at no cost provided that attribution and a link back to the Kaimix platform are included.
2.8You are not permitted to, and must not at any time, upload a Mix to a digital services provider or streaming service (such as Spotify or Apple Music).
2.9We grant you a licence to use Mixes for the purposes set out in 2.6 and/or 2.7 above (depending on whether you are the user that has created a Mix), on a royalty-free basis, provided that:
(a)your use of Kaimix and the Mixes does not transfer to you ownership of any IP Rights in Kaimix, the Mixes or the Content;
(b)we may, by notice to you at any time, limit your use of the Mixes or require you to cease using them (and delete any copies of them) if we form the view that your use of the Mixes would infringe the rights of any third party; and
(c)we may terminate your license to use the Mixes if you breach these Terms Of Use.
2.10You agree that we may use all Mixes, and the Vocal Verses and Vocal Melodies submitted by you, for any purpose, including for commercial purposes, without payment or attribution. In particular, you agree that we may export Mixes to the Splash game on Roblox, use Mixes for marketing purposes, use materials provided by you for publicity or demonstration purposes, include Mixes in a music library, or grant rights in Mixes to third parties (including, but not limited to the right to allow the Artist that inspired or provided the Template used in the Mix to commercially exploit the Mix).
2.11You grant us a royalty free, irrevocable licence to reproduce, communicate and otherwise use and exploit any Vocal Melody or Vocal Verse submitted by you, to the extent required for us to operate Kaimix, to provide the functionality referred to in this clause 2, to grant the rights in clauses 2.6 and/or 2.7, and to make the uses contemplated under clause 2.10.
2.12You agree that we may store Mixes, and Vocal Melodies and Vocal Verses provided by you, indefinitely (but may delete them from our storage at any time in our discretion) and may use them for our internal purposes in connection with the development and improvement of Kaimix and our other products and services. You grant us a licence of all rights which are necessary for us to store and use any Vocal Melodies and Vocal Verses provided by you in accordance with this clause, and warrant that such storage and use will not infringe the copyright or other rights of any third party.
3.1You must not:
(a)use Kaimix in a manner inconsistent with any applicable laws, statutes, and regulations, or inconsistent with the licence terms and conditions which apply to any third party software;
(b)use Kaimix in connection with any criminal or tortious activity or the infringement of intellectual property rights;
(c)sub-license, sell, lend or lease any part of Kaimix;
(d)reverse engineer, decompile, disassemble, or attempt to obtain the source code of, Kaimix;
(e)delete, circumvent or alter any legal notices, rights management information or technological protection measures within Kaimix;
(f)engage in any malicious activity in connection with Kaimix, or any activity which may overload or harm our servers or other infrastructure;
(g)engage in data harvesting or any similar activity in connection with Kaimix;
(h)engage in any activity that involves the use of viruses, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment, or otherwise permit the unauthorised use of or access to a computer or a computer network;
(i)interfere with the use of Kaimix by others, including but not limited to interfering with the computer systems which support Kaimix, overloading a service, engaging in a denial-of-service attack, or attempting to disable a host;
(j)use Kaimix or its output to create, train or modify any product or service which is similar to or competitive with Kaimix, and/or which is an artificial intelligence product or service;
(k)engage in any activity, or take any action, which may interfere with, or detrimentally affect, the ability of other users of Kaimix, to use and/or enjoy the functionality or features of Kaimix;
(l)use Kaimix as part of conducting any business which we deem to be directly or indirectly competitive with our business; or
(m)permit, encourage or assist any other person to do any of the above.
3.2You must not:
(m)permit, encourage or assist any other person to do any of the above.
3.3We may suspend or terminate your use of Kaimix if:
(a)we reasonably believe that you have engaged in Prohibited Activity or the use of Objectionable Content, or have breached these Terms Of Use;
(b)you do not co-operate with any reasonable investigation by us of any suspected breach of these Terms Of Use; or
(c)we are required by a regulatory body, or by law, to suspend or terminate use of Kaimix.
3.4You must co-operate with us in relation to any reasonable investigation by us of technical problems or security problems in connection with Kaimix, or any suspected breach of these Terms Of Use.
4.1To use Kaimix you must sign in via the Vercel account located at kaimix.com. You must authenticate yourself using your Discord account. If you do not have a Discord account you cannot access Kaimix. You must be 13 years of age or older to use Kaimix. By accessing Kaimix you warrant that you are aged 13 years of age or older.
4.2If you would like to delete your account or have other support requests relating to Kaimix please contact us at kaimix@splashmusic.com
5.1Certain elements or functionality of Kaimix may be available to you free of charge from time to time. We may elect to impose charges for the use of such elements or functionality at any time in our discretion. Where such fees are imposed your access to such elements or functionality will be limited or restricted unless or until you have paid the applicable fees.
5.2Creation of a Mix will require payment of the fee of USD$0.99 (or such other fee as is set out on our website from time to time). You must make payment of the fee prior to being provided with access to the Kaimix workflow.
5.3All payments will be processed by our third party payment services provider, Stripe. Payments may be made by credit card or any other payment type which Stripe may from time to time accept on our behalf.
5.4Unless otherwise specified, fees are described inclusive of GST and other similar taxes.
6.1Kaimix may contain links or references to internet sites operated by third parties. These third party sites are not under our control and we are not responsible for the content of these sites. We make no representations or warranties and accept no responsibility for the accuracy, completeness, content or use of the information accessible from these sites. When you access such third party sites you do so at your own risk.
7.1You indemnify us, our related bodies corporate, subsidiaries, licensees and/or assignees, and their respective officers, agents, partners and employees in respect of any claims, loss, damage or costs (including legal costs on a full indemnity basis) arising from or in connection with:
(a)any breach or alleged breach by you of any of your warranties or obligations in these Terms Of Use;
(b)your use of Kaimix or the Mixes; or
(c)we are required by a regulatory body, or by law, to suspend or terminate use of Kaimix.
8.1Nothing in these Terms Of Use excludes, restricts, or modifies any rights that you have under the Competition and Consumer Act 2010 (Cth).
8.2To the maximum extent permitted by law (but subject to clause 8.1):
(a)we make no warranties of any kind, express or implied, about Kaimix, including but not limited to any warranties:
(i)about the accuracy and reliability of any material contained in Kaimix;
(ii)that Kaimix will meet your requirements or achieve any particular resul
(iii)that your access to or use of Kaimix will be free from errors, defects, bugs or viruses, uninterrupted, or reparable if damaged or impaired;
(b)we are not liable to you or any other person in respect of any interference with or damage to your computer system or any other device which occurs in connection with your use of Kaimix; and
(c)we are not responsible for any technical problems or malfunction of any telephone network or lines, online systems, servers, providers, hardware, software, due to technical problems or traffic congestion on the internet.
8.3To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct or indirect loss, damage or expense, or any loss of profits, loss of revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, loss of business, or any other loss not arising naturally from the relevant breach – irrespective of the manner in which it occurs – which may be suffered due to your use of Kaimix, or as a result of the inaccessibility of Kaimix and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.
8.4To the extent that we have any liability to you, our total aggregate liability to you in connection with any breach of These Terms Of Use by us will be limited at our sole discretion to:
(a)the resupply of Kaimix to you; or
(b)the payment of the cost of having Kaimix supplied to you again.
9.1These Terms Of Use, and the terms of any other notices or instructions given to you under these Terms Of Use supersede all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to the use of Kaimix and the other matters dealt with in these Terms Of Use.
10.1You may not assign or transfer any rights under these Terms Of Use to any third party without our prior written consent.
11.1If any part or provision of these Terms Of Use is invalid, unenforceable, or in conflict with any law, that part or provision is excised from these Terms Of Use and the remainder of these Terms Of Use will be unaffected.
12.1In these Terms Of Use:
(a)a reference to natural person includes a corporation, partnership, government body or any other legal entity;
(b)words and expressions not otherwise defined and which are defined in the Copyright Act 1968 (Cth) will have the same meaning given to them in that Act; and
(c)“including” and similar expressions are not words of limitation.
13.1Your use of Kaimix and These Terms Of Use are governed by the law of Queensland, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Queensland.
14.1These Terms of Use may be amended by us from time to time. We will notify you of any such amendments. Your continued use of Kaimix following the date such amendments take effect will be deemed to be acceptance of any amended Terms of Use.
