Voicemod Partnership Program – Terms and Conditions

By accepting the following terms and conditions (hereinafter, the “agreement”) you (a) Acknowledge that you have read and understand this agreement between Voicemod, S.L. and you; (b) Represent that you are of legal age to enter into a binding agreement; and (c) Accept this agreement and agree that you are legally bound by it’s terms.

1. Purpose

Voicemod makes available the Voicemod Partnership Program through which a enrolled Content Creator (hereinafter, “Members”) may, upon compliance with hereunder terms and conditions,

a. receive remuneration in exchange for referring Voicemod products and services to third parties who eventually purchase Voicemod PRO licenses (the revenue share will be calculated based on the number of new users who purchase a Voicemod PRO license through the Member’s unique link and discount code);

b. participate in initiatives and sweepstakes promoted by Voicemod, exclusively for Members of the program, such as the Creator of the month, among others.

c. benefit from exclusive perks, such as dedicated support from the Voicemod team, access to the Voicemod Partners Discord, access to brand new products and services of Voicemod, among others, new alpha or beta versions of our apps, content, desktop software and services.

via active promotion of Voicemod products which may consist of the publication of videos, the broadcasting of streams, or otherwise agreed with Voicemod, where any of our Voicemod products are used.

2. Definitions

Capitalized terms used but not defined elsewhere in this Agreement have the meanings set forth below.

“Channel” may refer to your user account in your primary platform where you post and publish your content.

“Content” refers to all video or audio visual content created using Voicemod Products, and/or in order to promote Voicemod Products, and published on your Channel, as well as all images, texts, graphics, logos and all other material used for the same purpose of promoting Voicemod Products.

“Intellectual Property Rights” means any rights under patent, copyright, trade secret, trademark, and similar intellectual property rights laws throughout the world.

“Member/s” refers to Content Creators who enroll in this Voicemod Partnership Program.

“Platform” means media networks and content platforms such as: Twitch, YouTube, Instagram, Twitter, etc.

“Voicemod Products” means Voicemod’s proprietary real-time voice-changer softwares, applications, extensions, plug-ins, soundboards and programs including the Voicemod Pro license for the full use and enjoyment of these softwares and applications.

3. Enrollment and Obligations

In order to participate in the Voicemod Partnership Program, an eligible Member must complete the registration process, meet the quantitative requirements of the chosen tier, and comply with the applicable provisions of this Agreement.

а. Enrollment
To become a Member, you can apply to the Voicemod Partnership Program through the following link, and signing up with your Youtube/Twitch account.

Once you have signed up for the Voicemod Partnership Program you will be provided with a unique link that must be used to identify you when placing a link from your channel and your content to the Voicemod Pro license purchase procedure. It is your responsibility to ensure each such link is correctly formatted.

Additionally, you will also be able to create your own discount code with your brand through Xsolla, with which your followers will benefit from a 5% discount on the purchase of the Voicemod Pro license.

Notwithstanding the foregoing, Voicemod reserves the right to accept, change tier, or refuse your access to the Voicemod Partnership Program at any time, with or without cause.

b. Member’s obligations
You hereby undertake to:
– employ your best efforts in the promotion and marketing of Voicemod products.
– grant Voicemod the licenses provided for in section 6;
– comply with all terms of use of Voicemod’s products.

You shall also refrain from:
– infringing third-party intellectual property rights in the creation and publication of the Content;
– buy ads for promoting your discount codes;
– posting your unique link and your discount code on sites other than the Content published on your Channel;
– misrepresenting or embellishing in any manner the relationship between Voicemod and you, say you develop our Services, say you are part of Voicemod or express or imply any relationship between us and you or any other person or entity, except as expressly permitted by this Agreement;
– using the Voicemod Partnership Program for any illegal or unauthorized purpose. Thus, you must not, in the use of the Voicemod Partnership Program, violate any laws in your jurisdiction (including but not limited to copyright laws).

c. Voicemod’s obligations
Voicemod hereby agrees to:
– pay the agreed percentages of the revenue shares from Voicemod Pro license sales;
– deliver to you any image, promotional or distinctive elements to be inserted in the content to be published by you;
– offer the benefits of the Tier to which you finally enroll, in accordance with the provisions of the following section 3;
– grant to you a non-exclusive, fully paid, unencumbered, worldwide, for the term of this Agreement, revocable, non-transferable and non-sublicensable license to use Voicemod’s products, trademarks and distinctive signs, for the purpose of promoting Voicemod products as agreed;
– provide you with all the necessary collaboration to promote Voicemod products;
– not to knowingly carry out any activity that may harm your business or reputation.

4. Tiers and Specific Requirements

There are three tiers for which you can be eligible, each with different benefits and requirements. Before entering the Voicemod Partnership Program, you must read the following information relating to each of these tiers, in order to ensure that you meet the minimum applicable requirements.

Please note that all the aforementioned requirements are based on your primary platform. Voicemod reserves the right to change the above requirements without prior notice.

5. Economic Terms and Payment Method

The amounts accrued as revenue share will be paid in U.S. dollars (USD).

Accrued amount for the corresponding revenue share from Voicemod Pro license sales through your link and discount code will be paid automatically each time you reach one hundred (100) USD, via the payment method you selected when registering at our merchant of record to activate your unique link.

We reserve the right to disqualify revenue shares earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

6. Intellectual Property Rights

Voicemod acknowledges and agrees that you retain all right, title and interest in and to the Content, including all intellectual property rights, other than those granted herein.

Notwithstanding the foregoing, you hereby grant to Voicemod a non-exclusive, irrevocable, worldwide, and temporally unlimited license to include, exhibit, display, reproduce, distribute and public communicate the Content, to allow us to share it on all of our social media, as well as to integrate it into our applications environment, in order to boost the promotion of Voicemod Products, as well as for the purpose of promoting and highlighting the Member’s own channel.

Such a license further includes, among other things, the right for Voicemod, upon authorization, to incorporate the Content, or excerpts of such Content, in video or audio visual content, text, graphics, artwork, photographs, templates, and other content or materials created by or on behalf of Voicemod.

You acknowledge and agree that Voicemod shall acquire all rights, title and interest in the derivative works of the Content that are contained as part of the future materials created by Voicemod.

Accordingly, you acknowledge that Voicemod receives your authorization to make use of your image rights (which include voice rights) and distinctive signs and trademarks, for the sole purpose of making the aforementioned use of the Content. Notwithstanding the foregoing, and in order to always look after the interests of the members of our partnership program, before making use of certain Content, Voicemod will consult with you to confirm that you agree to such use.

On the other hand, Voicemod hereby grants to the CC a non-exclusive, fully paid, unencumbered, worldwide license, for the term of the Agreement, revocable, non-transferable and non-sublicensable, for the use of its registered trademark and distinctive signs for the purpose of promoting Voicemod products as agreed.

Finally, you are solely responsible for ensuring that your Content obeys all applicable copyright, trademark, and other laws. Voicemod will not be responsible if you use third-party copyrighted or trademarked material in violation of the law.

7. Confidentiality

Any information relating to Voicemod that we provide or make accessible to you in connection with the Voicemod Partnership Program that is not known to the general public or that reasonably should be considered to be confidential is Voicemod’s “Confidential Information” and will remain Voicemod’s exclusive property.

You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with the activity and performance of your Channel will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.

Where you are given access to beta products, you must not disclose to a third-party or publicly all information, whether confidential or not, to which you have access by downloading or using the beta products executable provided by Voicemod through any possible means. Thus, you must maintain the utmost confidentiality regarding any detail, look, appearance, functionalities, tool, code, compilation or similar component in relation with the version(s) of beta products, as well as any work and results that may derive from their use, or anything remotely related to Voicemod.

You, prior to disclosing any information as required by law or court order must provide prompt written notice to Voicemod. At any time upon written request you shall return all information in your possession, including, without limitation, all copies and extracts thereof.

These restrictions will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties (if any) and will apply for the term of the Agreement and 5 years after termination.

8. Termination

The term of this Agreement will begin upon your enrollment in one of the Tiers described in clause 3.

This Agreement may be terminated for the following causes:

(i) By unilateral decision of one of the parties, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 30 calendar days from the date the notice is provided. You can provide a termination notice by sending an e-mail to this effect to the following e-mail address creators@voicemod.net
(ii) One of the Parties is in material/serious breach of this Agreement;
(iii) Because the Member has acted against Voicemod’s community, content and IP guidelines.
(iv) The infringing party otherwise fails to cure within 7 days of our notice to you regarding any other breach of this Agreement;
(v) In cases where we believe that we may face potential claims or liability in connection with your participation in the Voicemod Partnership Program;
(vi) When we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Voicemod Partnership Program;
(vii) When your participation in the Voicemod Partnership Program has been used for deceptive, fraudulent or illegal activity;
(viii) We terminate the Voicemod Partnership Program as we generally make it available to participants.

Where the present relationship terminates for any of the above reasons, unless breach of contract by the Member, the Member will receive all accrued and unsettled amounts (less than 100 USD) with regards to the revenue share. This payment will be made through our merchant of record, Xsolla, to the Paypal account indicated by the Member. Please note these payments can only be made to Paypal accounts.

Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the obligations of the Member under Sections 7of this Agreement, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement.

No termination of this Agreement will relieve either party of any liability for any breach of, or liability accruing under, this Agreement prior to termination.

9. Limitations On Liability

Neither we nor any of our affiliates or licensors will be liable for indirect, incidental, special, consequential, exemplary damages, or any loss of revenue, profits, goodwill, use, or data arising in connection with this partnership program, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with this partnership program will not exceed the total commission income paid or payable to you under this agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. You hereby waive any right or remedy in equity, including the right to seek specific performance, injunctive or other equitable relief in connection with this agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.

10. Indemnification

To the maximum extent permitted by applicable law, we will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of your channel or your violation of this agreement, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) Your channel or any materials that appear on your channel, including the combination of your channel or those materials with other applications, content, or processes, (b) The use, development, design, manufacture, production, advertising, promotion, or marketing of your channel or any materials that appear on or within your channel, (c) Your violation of any term or condition of this agreement, (d) your violation of any kind of third-party rights, including but not limited to intellectual property rights; (e) Your taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the failure to meet tax registration obligations or duties, or (f) Your or your employees’ or contractors’ negligence or willful misconduct.

We may take legal action and perform any procedural act on behalf of any Voicemod party, including through special mandate, to exercise or defend a legal claim or for the protection of rights, including for the purpose of enforcing this section.

11. Applicable Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of Spain. Any legal action or proceeding arising under this Agreement will be brought exclusively in courts located in Spain and the parties irrevocably consent to the personal jurisdiction and venue therein.