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Terms

SONGSPACE TERMS OF USE



Effective Date: 1 September 2020 



These Terms of Use ("Terms of Use") set out the terms and conditions that govern the relationship between Songspace LLC ("Songspace", "we", "us" or "our") as provider of the Service (as defined herein) and you ( "you" or "your"). Songspace offers a web-based digital asset management service located at the following address: Songspace.com (the “Website”) that makes it easier for creators, content owners, and businesses to work together, utilizing the creative process to aggregate important data like recordings, lyrics, and copyright ownership details for music enterprises.  A paid Subscription to the Service enables the User to create distinctive profiles in order to discover, locate, collaborate, and communicate with other Users and third parties, as well as facilitate business for professional, business or trade purposes (the “Service”). Songspace will provide access to content upload tools, application programming interfaces (APIs), embed features, HTML scripts, a mobile application, software or software code or executable as part of the Service (“Songspace Software”) and the term “Service” includes Songspace Software.



You accept and agree to be bound by these Terms of Use when you start to use the Service. You should not accept these Terms of Use or visit or use the Service unless you agree to these Terms of Use. These Terms of Use incorporate by reference the terms of any Subscription (as defined below).



Our Privacy Policy applies to any personally identifiable information Users (as defined below) submit to the Service. Songspace will use commercially reasonable, industry standard technical and procedural safeguards designed to protect the integrity and security of User data stored on the Service. To use certain Service, you may be required to download software, applications, content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Service in which you choose to participate, those additional terms are hereby incorporated into this Terms of Use.



Songspace may periodically modify these Terms of Use. The date on which these Terms of Use were last modified, posted at the top of this page, will also be the effective date of the Terms of Use. You agree to be bound to any changes to these Terms of Use when you use the Service after any such modification is posted. Therefore, you should review these Terms of Use regularly to ensure you are updated as to any changes.



Subscription

Subscription Options. We offer a number of different subscription plans for individual professionals and organizations (each a "Subscription") and you can find a description of the Subscription options for our Service on our Website. Certain features are provided to you free-of-charge and the Subscription that does not require payment is currently referred to as the 'Free Plan'. Certain features require payment before you can access them and if you choose to subscribe to a paid Subscription plan to access such features then you must pay the applicable subscription fee (the "Subscription Fee"). We will explain which Subscription plans are available to you when you are signing up for the Service.



Permitted Use – Restrictions



Eligibility. By using the Service, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are lawfully able to enter into contracts; (d) if you are accessing or using the Service in connection with your employment, on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an "Organization"), you have legal authority to bind the Organization to the terms and conditions of these Terms of Use, and any references herein to "you" and "your" will refer to both you and your Organization, as applicable. 



Permitted use of service. SongSpace hereby grants you a limited, worldwide, non-exclusive, non-transferable (except as expressly provided herein) license to use the Service in accordance with these terms and conditions and the limitations set forth in your Subscription (where applicable), all solely for your business purposes.



Users. Songspace will provide user accounts for the Service as requested by you, subject to the limits on your Subscription. “Users” means users who access the Service to search, browse, stream and download Content (as defined below) including users who have expanded privileges, including the ability to upload Content and edit metadata for Content. Each set of login credentials (i.e., email address and password) for any Subscription to the Service may be used only by a single, individual User.



Responsibility for User Accounts. You are responsible for all use of the Service that occurs under your Users’ accounts and agrees to notify us of any unauthorized access to the Service of which you become aware. For avoidance of doubt, you may authorize individual independent contractors or individual representatives of creative agencies or other service providers as Users, provided that (a) all such use of the Service by third party Users is subject to the capacity, storage, User and other limitations in your Subscription, and (b) Company remains responsible for all use of the Services and any breach of these Terms of Use by such third party Users. Where we have determined, in our discretion, that there has been a breach of these Terms of Use, including, but not limited to, exceeding the number of agreed Users (or 'seats') in your Subscription plan, we may take such action as we deem appropriate including:

disabling your login credentials;

removing, suspending or disabling your access to the Website, Content or the Service;

issuing a warning to you;

using any technological, legal, operational or other means available to enforce these Terms of Use.



Prohibited Activities. You agree not to engage in any of the following prohibited activities: (a) “embed,” distribute, resell, or permit access to multiple end users to access the Service using shared login credentials (i.e., a shared email address and password); (b) use the Service other than in compliance with applicable laws (c) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (d) submit to the Service any content or data that is false, misleading, defamatory, threatening, offensive, or infringing of intellectual property rights, or that contains mass mailings or any form of “spam”; (e) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (f) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (g) submit to the Service any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; (h) collecting or harvesting any personally identifiable information, including account names, from the Service without our express written permission; (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (j) interfering with the proper working of the Service; (k) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (l) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (m) reverse engineering any aspect of the Service or doing anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Service; (n) attempting to circumvent any content filtering techniques we employ, or attempting to access areas/features of the Service that you are not authorized to access; (o) developing any third-party applications that interact with Content or the Service without our prior written consent; or (p) accessing the Songspace API with an unauthorized third party client. 



Software. Songspace grants you a non-exclusive, non-transferable license, only during the Term, to use Songspace Software to access and use the Service in compliance with the Terms of Use, and for no other purpose. Except as expressly permitted herein, You agree not to distribute or disclose Songspace Software to any third party. 



Subscription Fees, Payment, Coupons, Free Trials

Fees. The Subscription Fee and the billing cycle will be made clear to you on the registration, upgrade or order pages on our Website or otherwise during the order process. You agree to pay the Subscription Fee at the rates notified to you at the time you purchase or upgrade your Subscription. If you enter into an enterprise level Subscription, the Subscription Fee and billing cycle will be agreed between you and Songspace in writing. 



Payment. Unless you cancel your paid Subscription before your next billing date, you authorize us to charge the applicable Subscription Fee for the next billing cycle using the payment method on your account You may cancel or downgrade your paid Subscription at any time and you will continue to have access to your paid Subscription Service through to the end of your then-current billing cycle; following which, your Subscription account will be downgraded to the Free Plan or to a lower tier of your selected Subscription plan, as applicable.



Taxes. The Subscription Fees for the Service are payable in US Dollars and in accordance with the payment plan applicable to your Subscription. The Subscription Fees payable under these Terms of Use do not include taxes; all such taxes, including VAT (where applicable), shall be assumed and paid by you. 



Changes. We may change our Subscription plans and the price of our Service from time to time. When we make any change to our Subscription plans or the price of our Service, we will provide you with a clear notice displayed within the Service or via an email to the email address that you have provided. Any price changes or changes to your Subscription packages will apply to subsequent billing cycles following notice of the change(s) to you. 



Payment Processors. When you purchase products or Service through Songspace, you will be asked to provide billing information (e.g., name, billing address, credit card information) to the third-party payment processor designated by Songspace ("Payment Processor"). Songspace may change the designated Payment Processor from time to time. You warrant that all such billing information is complete and accurate, and that you are authorized to use such account information for such payments. The use of the Payment Processor is subject to any terms and conditions made available by the Payment Processor, and you must comply with all such terms and conditions. You acknowledge that you may be separately required to accept the Payment Processor's own terms governing use of its services in the manner it specifies. 



Coupon codes. If you have purchased or received a code, gift card, pre-paid offer or other offer provided or sold by or on behalf of Songspace for access to a paid Subscription ("Code"), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions. If you have purchased a paid Subscription using a Code, your subscription will automatically terminate at the end of the period stated in the Code, or when there is an insufficient pre-paid balance to pay for the Subscription.

Free Trials. From time to time, we may offer trials of our Service for a specified period without payment or at a reduced rate (a "Trial"). Songspace may determine your eligibility for a Trial and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law. If you register for a Trial, we may make the Service (or part thereof) available to you on a trial basis free of charge until the earlier of (a) the end of the Trial period for which you registered, (b) the start date of the Service purchased, or (c) termination by us in our sole discretion. To start the Trial, you will be required to provide your payment details and you agree that, upon termination of the Trial period and after sending an notification to you by email, we may begin charging you for the Service on the first day following the end of the Trial on a recurring basis in monthly or annual billing cycles, as indicated upon registration and using the billing details you provided on registration. If you do not want this charge, you must cancel your Subscription before the end of the Trial in accordance with these Terms of Use. 

Demos. From time to time, we may offer, free of charge or at a reduced rate, presentations or demonstrations of the Service to Users interested in purchasing a Subscription (a "Demo"). Songspace will, in its sole discretion, determine your eligibility for a Demo and withdraw or modify a Demo at any time without prior notice and with no liability, to the extent permitted under applicable law. If you register your interest in a Demo, you may be contacted by a member of the Songspace team and your access to the Service and the Demo will be governed by these Terms and Conditions, unless otherwise agreed between you and Songspace in writing. 

Your Content. 

Your Content. As between us, You retain all ownership interest in any text , messages, files, images, photos, video, songs, lyrics, poetry, sounds, musical works, works of authorship, remarks, suggestions, ideas, graphics, tags, hashtags, genres, splits, ownership splits, identifiable numbers, identifiable codes, songwriter names, personal identifiable information, copyright registration information, information regarding affiliated companies or individuals, rightsholders, administrators, publishers, or any other materials text, graphics, photographs, images, video, audio, marketing assets, and other content, data (including metadata) or information that You or other end users submit or upload to the Service (collectively, “Content”). You represent and warrant that you have all rights, permissions and consents necessary for you (or the permitted Users) to submit Content to Songspace.

Use of Content - License. You hereby grant Songspace a royalty-free, fully-paid, transferable, worldwide, non-exclusive license to store, display, perform, distribute, adapt and reproduce the Content to the extent necessary to provide the Service and its features (including all tools and APIs) in accordance with these Terms of Use, including by making it available for viewing, streaming, download and modification by other Users and to third parties. You acknowledge that you are responsible for all distribution of Content by your Users and that Songspace will have no liability in connection with any disclosure of Content that is authorized by your Users via the Service.

No right to third party content. Except for Content posted by you, you may not copy, communicate, modify, translate, publish, broadcast, transmit, distribute, perform, display, make available or sell any content appearing on or through the Service.  

Your Content upon Termination. Songspace may retain your Content indefinitely, to the extent permitted by law, following termination of these Terms of Use. However, Songspace will, upon your request, return your User's Content to you in the form uploaded by Users (or another mutually agreeable format) and deliver any metadata in a CSV file or other useable format. Thereafter, Songspace has no obligation to retain, and may delete, your Content from the Service at any time.

Warranties and Representations. You understand and accept complete responsibility for the Content you submit to the Service, including any and all consequences that may arise in the entire world. As such, you represent and warrant that: (i) you own the Content that you upload on or through the Service or otherwise have secured all necessary licenses, rights, consents and permissions to submit such Content and to authorize Songspace to make use of that Content in the manner contemplated by the Service and these Terms of Use; (ii) where applicable, you have explicit permission, such as a signed, written consent and/or release from every person that may appear within the Content and for Songspace to use the Content; (iii) the Content that you submit on or through the Service does not violate the privacy rights, publicity rights, copyrights, trademarks, contract rights or any other rights of any third-party; and (iv) the Content you upload to the Service is accurate, up-to-date, and reliable.



Content Removal. Songspace has the right to reject or remove any Content (including private messages). Songspace does not regularly monitor Content, and we assume no responsibility for monitoring the Service for inappropriate Content or conduct. If Songspace chooses, in its sole discretion, to monitor the Service, it nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. Content does not reflect the opinions or policies of Songspace. You understand and acknowledge that Songspace is not responsible for the quality, accuracy, and reliability of any Content. Songspace makes no warranties, express or implied, as to the Content or to the accuracy, quality, and reliability of the Content or any material or information that you submit through the Service and/or transmit to other Users.

Inappropriate Content. You may not post Content that, within the sole discretion of Songspace, includes lewd, violent, sexual, obscene or otherwise potentially harmful photographs, lyrics, sound recordings, or otherwise objectionable subject matter. You may contact Songspace at support@Songspace.com if you become aware of any prohibited use of the Service. Songspace reserves the right to investigate and take appropriate legal action against anyone who, in Songspace's sole discretion, violates this provision, including without limitation, removing the offending communication or infringing material from the Service and terminating the Subscription of such violators. Songspace reserves the right, in its sole discretion, to report you to law enforcement authorities for suspected criminal activity.



Term and Termination 

Term. These Terms of Use shall remain in full force and effect while you use the Service. Your Subscription will continue until terminated in accordance with this section 5 (Term and Termination).



Termination. You may terminate your account and these Terms of Use at any time. If you no longer wish to be a part of Songspace, the easiest way to delete your account is to email support@songspace.com with the subject ‘Terminate’. To learn how to terminate your Songspace account, please contact us through support@songspace.com ]. 



Termination by Songspace. Songspace may terminate your Subscription or restrict, suspend, or terminate your access to all or any part of the Service at any time, if (a) you fail to make a payment for more than fifteen (15) days after the due date, or (b) You have (or Songspace reasonably suspects that You have) misappropriated or infringed any intellectual property or proprietary right of a third party, or otherwise taken any action that could subject Songspace to liability. Notwithstanding, Songspace may discontinue your access to the Service and/or terminate these Terms of Use immediately, at any time, without notice.

Effect of Termination. Upon expiration or termination of these Terms of Use for any reason: (a) all of your and Songspace's rights and obligations will cease, except with respect to amounts that are accrued but unpaid as of the effective date of termination and your obligations under section 10 (Indemnity); and (b) notwithstanding any provision of any surviving section, Users will have no further right to use the Service after the date of termination. Payments of Subscription Fees are non-refundable and if you terminate your paid Subscription plan Songspace will not provide refunds or credits for any unused portions of your monthly or annual paid Subscription period. If Songspace terminates your paid Subscription because you have breached the Terms of Use, you shall not be entitled to a refund of any unused portion of Subscription Fees.

Intellectual Property rights

Service. As between the parties, Songspace retains all right, title and interest in and to (a) the Service and the technology and software used to provide it (including all intellectual property and proprietary rights therein), and (b) all electronic and print documentation, content and data (excluding Content) that you and your Users access through the Service. Except for the licenses expressly set forth in Section 2, nothing in this Terms of Use will be deemed to license or transfer any of Songspace’s intellectual property or proprietary rights to anyone, including to you.



Feedback. You agree that all feedback and suggestions for enhancement that you provide (or that your Users provide) to Songspace concerning the Service may be used by Songspace without restriction or obligation of compensation.



Copyright Violations.

If you believe in good faith that any material provided through the Service infringes upon your copyright, you may send notice to Songspace requesting that the material or access to the material be removed, pursuant to the Digital Millennium Copyright Act ("DMCA"), by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) and https://www.loc.gov/copyright for further details). The notice must include all of the following:



(a) An electronic or physical signature of the copyright owner or person authorized to act on behalf of the copyright owner; (b) sufficient identification of the allegedly infringing material; (c) sufficient information as to the location of the allegedly infringing material so that it may be found and identified; (d) the complainant's name, address, telephone number and, if possible, email address; (e) a written statement by the complainant of 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 (f) a statement by the complainant, under the penalty of perjury, that the information in the notification is accurate, and under penalty of perjury, that the complainant is the owner or is authorized to act on behalf of the owner of the copyright that is allegedly infringed.



If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send Songspace a counter-notice. All notices with respect to Songspace should be sent to the Songspace Copyright Agent. Songspace suggests that you consult your legal advisor before filing a notice or counter-notice. You expressly acknowledge and agree that Songspace shall not be liable to you under any circumstances for declining to replace material. Also, be aware that there can be penalties for false claims under the DMCA.



Songspace's designated Copyright Agent to receive notifications of claimed infringement is:

Songspace Copyright Agent

Songspace LLC.

517 Buchanan Street

Nashville TN, 37208 
Email: copyright@songspace.com


Only DMCA notices should go to the Copyright Agent.





Disclaimers.

No representation. You acknowledge that, as an internet-delivered software application, the Service may experience periods of downtime, including but not limited to scheduled maintenance. Accordingly, Songspace makes no representations or warranties with respect to the Service, its documentation, or any data or content made available through the Service, whether express or implied. Songspace specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. Songspace does not warrant that the Service will be error-free or operate without interruptions or downtime.



Links. Some User profiles contain links to other websites; Songspace is not responsible for the Content, accuracy or opinions expressed on such websites. Inclusion of any linked website on the Service does not imply approval or endorsement of the linked website by Songspace. When you access these third-party sites, you do so at your own risk. Songspace takes no responsibility for third party advertisements which are posted on the Website or through the Service, nor does it take any responsibility for the goods or services provided by its advertisers.



Service Modifications. We continuously upgrade the features and functionality of the Service and reserve the right to make upgrades, updates, modifications and changes as we see fit in our sole discretion. You acknowledge that such upgrades or changes to the Service (or part thereof) may result in interruption, modification, failure, delay or discontinuation of the Service (or part thereof). As a result, you acknowledge and agree that we assume no liability, responsibility or obligation for any such interruption, modification, failure, delay or discontinuation associated with the Service (or part thereof) and you are hereby expressly advised not to rely upon the timeliness or performance of the Service. We will make reasonable efforts to inform you of material changes which affect your use of the Service.



Limitation on Liability. 

IN NO EVENT SHALL SONGSPACE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES. SONGSPACE SHALL NOT BE LIABLE FOR ANY DELAY OR DEFAULT UNDER THESE TERMS OF USE CAUSED BY CONDITIONS BEYOND ITS REASONABLE CONTROL (E.G. TECHNOLOGY MALFUNCTIONS OR FORCE MAJEURE). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SONGSPACE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SONGSPACE FOR THE SERVICES DURING THE SIX (6) MONTHS PRECEDING ANY CLAIM.



Indemnity. 

You agree to indemnify, defend and hold Songspace, its subsidiaries, affiliates, and their respective officers, agents, assigns, partners and employees, harmless from and against any loss, liability, claim, judgment, actions or demand, including reasonable attorneys' fees, which are suffered or incurred by Songspace, its subsidiaries, affiliates, and their respective officers, agents, assigns, partners and employees, in connection with any third party claim or action due to or arising out of: (i) your use of the Service in violation of these Terms of Use; (ii) your breach of these Terms of Use; and/or (iii) any Content posted by you on or through the Service. 





Trade Compliance. 

You represent and warrant that you and your financial institutions, or any entity that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the United Nations Security Council, the European Union or its Member States, or other applicable government authority.



Disputes.



No Class Actions. You agree that you will only sue us as an individual entity in any dispute connected with the Service. You agree that you will not file a class action or participate in a class action. You agree that you will not join any claim you may have against us with the claim of any third party. 



Governing Law. If there is any dispute about or involving the Service, you agree that the dispute shall be governed by the laws of the State of Tennessee, USA, without regard to conflict of law provisions. 



No Jury Trial; Binding Arbitration. You agree to waive your right to a jury trial, and submit any dispute relating to the Service to binding arbitration. You and we agree that at the election of either party, any dispute connected with Service between us may be sent to binding individual arbitration to be administered by JAMS, Inc. ("JAMS"). If, for any reason, JAMS is not available or will not hear the case, you or we may file our case with any national arbitration. If an action is brought to enforce the terms of these Terms of Use, then the prevailing party in that action shall be entitled to recover its costs and attorneys' fees and costs in that action. 



Venue. You agree that any dispute connected with the Service shall be resolved exclusively in Davidson County, Tennessee. You agree to waive any and all objections to this choice of venue. 



Miscellaneous.

Notices. We will send you information relating to your account (e.g. payment authorizations, invoices, changes in password or payment method, confirmation messages, notices) in electronic form, for example via emails to the email address you provided during registration. All notices to Songspace required under these Terms of Use must be in writing to the Songspace postal address set out above and by email to the Songspace email address provided at the bottom of these Terms of Use. 

No Waiver. Songspace's failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. 

Severability. If any provision of these Terms of Use is unlawful, void or unenforceable, that provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. If any provision of these Terms of Use is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of these Terms of Use will remain in full force and effect and will not in any way be impaired. If any provision of these Terms of Use is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

Assignment. Songspace may, but User may not (except with the prior written consent of Songspace): (i) assign any of its rights under these Terms of Use; (ii) transfer any of its obligations under these Terms of Use; and/or (iii) subcontract or delegate any of its obligations under these Terms of Use. Any purported assignment, transfer, subcontracting, delegation, charging, declaring or creating of a trust or other interest or dealing in contravention of this provision shall be ineffective.



Entire Agreement. These Terms of Use (including any additional terms and conditions incorporated into these Terms of Use as provided herein) together with our Privacy Policy represent the entire agreement between you and Songspace in connection with your use of the Service and the related matters described herein, provided that any additional terms and conditions agreed in writing between Songspace and Users in connection with an enterprise-level Subscription, shall be incorporated herein.


Please contact us at support@Songspace.com with any questions regarding these Terms of Use.