Voice Contribution Agreement — Witram LëtzDrill

This agreement is between:

Philip Amwata, [PRIVATE ADDRESS], acting in the name and on behalf of Witram Tech S.à r.l.-S, a société à responsabilité limitée simplifiée in formation, to be registered with the Luxembourg Trade and Companies Register (RCS) (the company and, until it takes over this agreement, Philip Amwata are called "Witram"); and
[CONTRIBUTOR FULL NAME], [ADDRESS], the voice contributor identified in the in-app Recording Studio by the account [ACCOUNT EMAIL] ("you").

0. Company in formation

0.1 Witram Tech S.à r.l.-S does not exist yet. Philip Amwata signs this agreement for it under article 100-17 of the Law of 10 August 1915 on commercial companies.

0.2 Philip Amwata will have the company take over this agreement within two months of its constitution, by a written decision of its manager (gérant). He will send you a copy. Once the agreement is taken over, it counts as made by the company from the start (art. 100-17, last sentence). All rights under section 3 then belong to the company as from the date each Recording was Accepted, and Philip Amwata keeps no rights in the Recordings personally.

0.3 If the company does not take the agreement over within those two months, or is not constituted within two years of today, Philip Amwata remains personally bound as the other party (art. 100-17). In that case you agree now that he may later transfer this agreement, with all rights and obligations, to a company he controls that makes or sells Witram LëtzDrill. He will tell you in writing when he does so. Section 5 (no AI voice use) binds any company that receives the agreement.

1. Purpose

1.1 Witram makes Witram LëtzDrill, an app for learning Luxembourgish. You agree to:

record Luxembourgish words, phrases and sentences ("Recordings") in the Recording Studio, so they can be used as audio in Witram LëtzDrill; and
where you choose to, review the course's Luxembourgish texts and suggest corrections ("Text Reviews").

1.2 This agreement covers family or volunteer contributors and paid voice talent. Any fee is set out in section 9.

2. Recording, acceptance and deletion

2.1 Witram provides scripts (lists of words and sentences) in the Recording Studio. You record at times that suit you. There is no minimum amount of work, no working time and no instructions beyond the scripts and technical quality notes.

2.2 Witram reviews each Recording and may accept it, ask for a retake, or reject it. A Recording is "Delivered" when you submit it. It is "Accepted" when Witram marks it approved in the Recording Studio.

2.3 Takes that are rejected or replaced by a newer take are deleted within 90 days of that decision.

3. Rights in the Recordings

3.1 Assignment. For each Accepted Recording (including Recordings Delivered before you accepted this version, under an earlier draft), you assign to Witram, exclusively and worldwide, for the full term of protection of your performer's rights (art. 45 of the Law of 18 April 2001 on copyright, related rights and databases, the "Copyright Law"), the following economic rights:

(a) fixation and reproduction of your performance (art. 43(2) Copyright Law) in any digital format and on any medium;
(b) making it available and communicating it to the public (art. 44 Copyright Law) in Witram LëtzDrill and its updates and versions, on any device or platform (apps, websites, app stores). This includes in paid products and subscriptions, and in promotional material for the app (for example store previews and demo videos);
(c) distribution of copies that contain the Recordings, for example in app bundles and downloads;
(d) technical editing: trimming, splitting, joining, normalising volume, noise reduction, and converting or compressing into other formats;
(e) transferring and sublicensing these rights to a successor that takes over Witram LëtzDrill, and to service providers who host or distribute it for Witram.

3.2 Unknown uses. Forms of exploitation that are not known at the date of this agreement are not included. Witram may use them only with your separate written agreement and a separate remuneration (art. 49(2) Copyright Law).

3.3 Fallback licence. Where a right in section 3.1 cannot be assigned, you grant Witram an exclusive licence with the same scope, territory and duration.

3.4 Performer's authorisation. You authorise the fixation, reproduction and communication to the public of your performances in the Recordings for the uses in section 3.1 (arts 43 and 44 Copyright Law).

3.5 Moral rights (art. 42 Copyright Law).

Witram credits you as you choose under section 4. "Anonymous" means you agree that your name is left out.
The technical editing in section 3.1(d) is agreed in advance.
Witram will not change your Recordings, or use them in a context, that would harm your honour or reputation.

3.6 Text Reviews. To the extent your corrections, notes and verdicts are protected by copyright, you assign to Witram, on the same terms as section 3.1, the right to reproduce, adapt and publish them as part of the course content. You agree that they may be used without your name.

3.7 Your statutory rights stay. Nothing in this agreement limits rights you have under the Copyright Law that cannot be excluded by contract. In particular:

the right to appropriate and proportionate remuneration (art. 13(1), applied to performers by art. 42bis);
the right to information about the exploitation (art. 13bis);
the right to additional remuneration if the agreed remuneration turns out to be disproportionately low (art. 13ter);
the right to revoke the assignment or end its exclusivity if the Recordings are not exploited (art. 13quater).

On request, and at least once a year, Witram tells you which of your Recordings are published and in which products.

4. Credit

4.1 In the Recording Studio you choose how you are credited: full name, initials, or anonymous.

4.2 You can change this choice at any time in the app. Witram applies the change to the in-app credits screen in the next app release. Copies already distributed (for example older app versions on users' devices) may keep the earlier credit.

5. No AI voice use; no biometrics

5.1 Witram will not use your Recordings to train, fine-tune, clone or synthesise a voice model, or to create any synthetic or "AI" voice resembling yours, and will not allow anyone else to do so, unless you give separate, explicit, written consent for that specific use. This agreement is not such consent.

5.2 Witram will not use your Recordings to identify or authenticate you or anyone else (no voiceprints, no speaker recognition).

5.3 Section 5 binds Witram and any successor, acquirer or sublicensee, and survives any transfer under sections 0 and 3. Witram will impose it in writing on anyone who receives rights in the Recordings.

6. Withdrawal

6.1 You may stop recording and withdraw from future work at any time, in the app ("Stop contributing") or by email to support@witram.lu, without giving a reason.

6.2 Recordings that were Accepted before your withdrawal stay assigned under section 3. Past work is not withdrawn.

6.3 Recordings that are Delivered but not yet Accepted when you withdraw are not reviewed and are deleted within 90 days, unless you ask Witram to review them.

6.4 Withdrawal does not affect your data protection rights (section 8), your credit choice (section 4), section 5 or your rights under section 3.7.

7. Your promises

7.1 You confirm that:

you are at least 18 years old;
the Recordings are of your own voice, performed by you;
you are free to enter into this agreement and are not bound by any exclusive contract (for example with an agency) that conflicts with it;
the Recordings contain no third-party material (music, other voices, background speech).

7.2 If any of these promises turns out to be untrue, please tell Witram promptly.

8. Data protection notice

8.1 Controller. Until the company takes over this agreement (section 0), the controller is Philip Amwata. After that, it is Witram Tech S.à r.l.-S. Contact: privacy@witram.lu.

8.2 What data:

your voice in the Recordings and its technical measurements (length, loudness, peak);
your name or initials, if you choose credit;
your account identifiers;
your acceptance record (see section 11);
your credit choice, Text Reviews and Studio notes;
for paid talent, payment details.

8.3 Legal bases:

Recording, reviewing, publishing and distributing the Recordings, and crediting you: performance of this agreement (GDPR Art. 6(1)(b)).
Keeping the acceptance record and a copy of this agreement to prove the rights granted: legitimate interest in being able to establish and defend those rights (Art. 6(1)(f); Art. 17(3)(e)).
Accounting records for paid talent: legal obligation (Art. 6(1)(c)).
Your performer's authorisation in section 3.4 is a copyright authorisation. It is not GDPR consent.

8.4 Not biometric processing. Your voice is personal data. Witram does not process it to identify or authenticate anyone (section 5.2), so it is not processed as special-category biometric data under GDPR Art. 9.

8.5 Storage. Recordings and related data are stored in Google Cloud / Firebase in the EU (Firestore eur3, Cloud Storage in the EU). Google acts as processor under the Google Cloud Data Processing Addendum. Any transfer outside the EU relies on the EU-US Data Privacy Framework, with Standard Contractual Clauses as a fallback.

8.6 Retention:

Accepted Recordings: kept for as long as Witram uses them.
Rejected, superseded and withdrawn-before-acceptance takes: deleted under sections 2.3 and 6.3.
Acceptance record and agreement copy: kept for the term of the rights plus the limitation period for claims.
Payment records: kept for 10 years (Luxembourg accounting law).

8.7 Your rights. You may ask for access, rectification, erasure, restriction, portability and objection (GDPR Arts 15–22), and you may complain to the CNPD (cnpd.public.lu).

Because the Accepted Recordings are distributed under this agreement, Witram may keep publishing them after you delete your account: their use remains necessary to perform the assignment (Art. 6(1)(b)).
In that case your account link is removed, and the record "erased" plus a pseudonymous proof of the agreement is kept.
You can still change the credit to anonymous at any time.

9. Remuneration

[OPTION A — Unpaid contributor: You contribute voluntarily and without payment. You and Witram agree that the assignment in section 3 is made free of charge (Directive (EU) 2019/790, recital 82). Section 3.7 applies.]

[OPTION B — Paid voice talent: Witram pays the fee set out in the attached Schedule ([€ per Accepted Recording / per session / flat fee]) within [30] days of acceptance, against an invoice where applicable. The fee is the remuneration for the rights in section 3. Section 3.7 applies.]

10. General

10.1 No employment. You work independently, when and as much as you choose. This agreement does not create an employment relationship.

10.2 Entire agreement. This agreement (with any Schedule) is the whole agreement on the Recordings and Text Reviews. Changes must be accepted in the app or agreed in writing. A new version applies only to Recordings Delivered after you accept it.

10.3 Severability. If a clause is invalid, the rest stays in force. The invalid clause is replaced by a valid one as close as possible to its purpose.

10.4 Governing law and courts. Luxembourg law applies. The courts of Luxembourg City have jurisdiction, without prejudice to mandatory protections that apply to you as an individual.

10.5 Contact: support@witram.lu.

11. How you accept, and your copy

11.1 You accept this agreement in the Recording Studio by confirming you are 18+, that the Recordings will be your own voice, and that you accept this version, and by choosing your credit. This is an electronic signature (Regulation (EU) No 910/2014 (eIDAS), art. 25(1); Civil Code art. 1322-1).

11.2 Witram records:

the agreement version;
the sha256 fingerprint of the exact text shown to you;
the server time;
your account identifier, sign-in method and email;
your confirmations and credit choice;
the app version.

11.3 As soon as you accept, the Recording Studio automatically gives you a copy of this exact text together with that record, as a file to download (an HTML file you can print or save as PDF). It stays available to you in the Recording Studio until you delete your account. If you ask (section 10.5), Witram also emails you a copy. Please keep it, and tell Witram at once if anything in it is wrong.

11.4 [FOR THE FIRST CONTRIBUTOR, AND FOR ANY PAID AGREEMENT OVER €2,500: you also sign this text by hand on paper or with a qualified electronic signature (for example LuxTrust). That copy prevails if the two ever differ.]