Terms

SONGSPACE VISITOR AND MEMBER AGREEMENT

June 10, 2013

Songspace.com is a songwriting catalog and music pitching / management platform that allows Members to create distinctive personal and business profiles online in order to discover, locate, collaborate, and communicate with others. The services offered by Songspace.com ("Songspace" or "we") include the Songspace.com website (the "Songspace Website"), the Songspace smart phone application, and any other features, content, or applications offered from time to time by Songspace, American Songspace LLC, or other joint ventures with American Songwriter LLC in connection with the Songspace.com. (collectively, the "Songspace Services"). The Songspace Services are hosted in the United States.

Please read this Terms of Use Agreement ("Agreement") carefully because it sets forth the legally binding terms for your use of the Songspace Services. By using the Songspace Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Songspace Website) or you are a "Member" (which means that you have registered with Songspace in any form including but not limited to "Writer" and "Industry"). All Visitors are required to read the User Agreement. The term "User" refers to a Visitor or a Member. You are only authorized to use the Songspace Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this entire Agreement and keep a copy for yourself. If you do not agree with it, you should leave the Songspace Website and immediately discontinue use of the Songspace Services. If you wish to become a Member, communicate with other Members, and make use of the Songspace Services, you must read this Agreement and demonstrate your acceptance during the Registration process.

This Agreement details Songspace policy for acceptable use of the Songspace Services and Content posted on the Songspace Website, your rights, obligations and restrictions regarding your use of the Songspace Services and Songspace.com's Privacy Policy. In order to use certain Songspace Services, 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 Songspace Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by visiting the homepage of Songspace.com or emailing us at: support@Songspace.com, Subject: Terms of Use Agreement.

Songspace may periodically modify this Agreement and such modification shall be effective upon posting by Songspace.com on the Songspace Website. You agree to be bound to any changes to this Agreement when you use the Songspace Services after any such modification is posted. Therefore, you should review this Agreement regularly to ensure you are updated as to any changes.

Your profile may not include lewd, violent, sexual, or obscene photographs, lyrics, sound recordings, or otherwise objectionable subject matter. Content or information provided by other Songspace Members, however, may contain inaccurate, inappropriate, or offensive material; Songspace assumes no responsibility or liability for this material. Contact Songspace at support@Songspace.com if you become aware of misuse of the Songspace Services by any person.

Songspace has the right to reject or remove any posting, upload, song, lyric, sound recording, profile (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Songspace Services at any time, for any or no reason, with or without prior notice, and without liability.

1. Eligibility. By using the Songspace Services, 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 13 years of age or older; and (d) your use of the Songspace Services does not violate any applicable law or regulation. If you are under 18 years of age, however, you must have permission and clearance to use the Songspace Services from your parent or legal guardian. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 18 years of age and you do not have permission from your parent or legal guardian. Use of and Membership in the Songspace Services is void where prohibited.

2. Term. This Agreement shall remain in full force and effect while you use the Songspace Services or are a Member. You may terminate your Membership at any time. Songspace may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-14.

3. Fees. You acknowledge that Songspace reserves the right to charge for the Songspace Services and to change its fees from time to time in its discretion. If Songspace terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees. Members who terminate their Accounts are not entitled to any refund.

4. Unauthorized Use by Users. The Songspace Website prohibits Users from collecting usernames, email addresses, and/or any other personal information for the purpose of sending spam and/or unsolicited email or for any other commercial endeavor not approved by the Songspace Services.

5. Proprietary Rights in Content on Songspace.com and the Songspace Services.
(a) Songspace does not claim ownership rights in the materials you post to the Songspace Website and/or in conjunction with the Songspace Services. Such materials include written text, files, images, photos, video, songs, lyrics, poetry, sounds, musical works, works of authorship, remarks, suggestions, ideas, graphics, or any other materials (collectively, "Content") that you post to Songspace. After posting your Content to Songspace, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying, uploading, or publishing ("posting") any Content on or through the Songspace Services, you hereby grant to Songspace a limited license to use, modify, format, publicly perform, publicly display, adapt, translate, create derivative works, reproduce, and distribute such Content solely on and through the Songspace Services, including the limited right to use your likeness, persona, logo, trademark, and right(s) of publicity on and through the Songspace Services. You expressly agree that this limited license is needed to provide the Songspace Services. The license you grant to Songspace is non-exclusive, fully-paid and royalty-free (meaning that Songspace is not required to pay you for the use on the Songspace Services of the Content that you post), sublicensable (so that Songspace is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Songspace Services), and worldwide (because the Internet and the Songspace Services are global in reach). This license will terminate upon removal of your Content from the Songspace Services and upon formal notice to Songspace of termination of said license.

(b) You represent and warrant that: (i) you own the Content posted by you on or through the Songspace Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Songspace Services does not violate the privacy rights, publicity rights, copyrights, trademarks, contract rights or any other rights of any person or business. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Content posted by you to or through the Songspace Services. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell ANY Content appearing on or through the Songspace Services.

(c) The Songspace Services contain Content of Songspace.com ("Songspace.com Content"). Songspace.com Content is protected by copyright, trademark, trade secret and other laws, and American Songspace LLC owns and retains all rights in the Songspace.com Content and the Songspace Services. Songspace grants you a limited, revocable, nonsublicensable license to reproduce and display the Songspace.com Content (excluding any software code) solely for your personal or business use in connection with viewing the Songspace Website, the Songspace applications, and using the Songspace Services.

6. Content Posted. Songspace may delete any Content for any reason at anytime. Songspace does not monitor content, and we assume no responsibility for monitoring the Songspace Services for inappropriate Content or conduct. If Songspace chooses, in its sole discretion, to monitor the Songspace Services, 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 is not necessarily reviewed by Songspace prior to posting and does not necessarily reflect the opinions or policies of Songspace. Songspace makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

7. Content/Activity Prohibited. 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 Songspace Services and terminating the Membership of such violators. Songspace reserves the right, in its sole discretion, to report you to law enforcement authorities for suspected criminal activity.

8. Copyright / Intellectual Property Policy. The Songspace Copyright / Intellectual Property policy is strictly enforced. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior WRITTEN consent of the owner of such proprietary rights. It is the policy of Songspace to terminate Membership privileges of any Member who infringes the copyright rights of others upon receipt of prompt notification to Songspace by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Songspace website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Songspace website; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Songspace's Copyright Agent for notice of claims of copyright infringement can be reached as follows: American Songspace, LLC, Attn: Songspace Copyright Agent, 631 2nd Ave, Ste 20 Nashville, TN, 37210, or copyright@songspace.com.

9. Privacy. Use of the Songspace Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

10. Disclaimers. The Songspace Services are provided "AS-IS" and Songspace expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Songspace.com cannot guarantee and does not promise any specific results from use of the Songspace Services. Songspace is not responsible for any incorrect or inaccurate Content posted on the Songspace Website or in connection with the Songspace Services, whether caused by Users of the Songspace Services or by any of the equipment or programming associated with or utilized in the Songspace Services. Some Member 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 Songspace Services 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 this Songspace Website or through the Songspace Services, nor does it take any responsibility for the goods or services provided by its advertisers. Songspace assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Songspace is not responsible for any electronic or technical malfunction related to the Songspace services, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Songspace Services. Under no circumstances shall Songspace be responsible for any loss or damage, including personal injury or death, resulting from use of the Songspace Services, attendance at a Songspace Services event, from any Content posted on or through the Songspace Services, or from the conduct of any Users of the Songspace Services, whether online or offline. You understand that Songspace cannot and does not guarantee or warrant that files available for downloading, uploading, and/or viewing on the Songspace Services will be free of viruses, works, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy particular requirements for accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. You will be solely responsible for the security of your password and the private settings related to Content.

11. Limitation on Liability. IN NO EVENT SHALL SONGSPACE.COM OR ANY SONGSPACE SERVICE 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, EVEN IF SONGSPACE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SONGSPACE.COM'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.COM FOR THE SONGSPACE SERVICES DURING THE TERM OF MEMBERSHIP.

12. Disputes. If there is any dispute about or involving the Songspace Services, you agree that the dispute shall be governed by the laws of the State of Tennessee, USA, without regard to conflict of law provisions and you agree to EXCLUSIVE personal jurisdiction and venue in the state and federal courts of the United States located in the State of Tennessee, City of Nashville. If an action is brought to enforce the terms of this Agreement, then the prevailing party in that action shall be entitled to recover its costs and attorneys' fees and costs in that action.

13. Indemnity. You agree to indemnify and hold Songspace, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Songspace Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Songspace Website or through the Songspace Services causes Songspace.com to be liable to another.

14. Other. This Agreement is accepted upon your use of the Songspace Website or any of the Songspace Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Songspace regarding the use of the Songspace Services. The failure of Songspace to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: support@songspace.com with any questions regarding this Agreement.