SONGSPACE USER AGREEMENT
June 25, 2014
Songspace.com is a collaborative media network 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. Members can create distinctive profiles in order to discover, locate, collaborate, and communicate with others, as well as facilitate business. The services offered by Songspace.com ("Songspace" or "we") include the Songspace.com website (the "Songspace Website"), the Songspace mobile application, and any other features, content, or applications offered from time to time by Songspace Inc. a Delaware C Corporation, American Songspace LLC, or other joint ventures with ForASong Media, LLC in connection with the Songspace.com. (collectively, the "Songspace Services").
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.
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.
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 4-14.
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. Proprietary Rights in Content on Songspace.com and the Songspace Services.
(a) Songspace does not claim ownership 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, tags, hashtags, genres, splits, ownership splits, identifiable numbers, identifiable codes, songwriter name, personal identifiable information, copyright registration information, affiliated companies or individuals, rights holder, administrator, publisher, or any other materials (collectively, "Content") that you display, upload, transfer, publish, or post to Songspace, whether public or private.
By displaying, uploading, transferring, or publishing ("posting") any Content on or through the Songspace Services, whether public or private, you hereby grant to Songspace a license to use, modify, format, stream, transmit, beam, store, publicly perform, publicly display, adapt, translate, create derivative works, reproduce, and distribute such Content, in any format, whether known or unknown, 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 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), sub-licensable, and worldwide (because the Internet and the Songspace Services are global in reach). This license will terminate upon formal written notice to Songspace of termination of said license. Subject to termination of said license, Songspace maintains the unlimited, royalty-free, perpetual right to store, license, use, and transfer any non-copyrightable factual information submitted by User, such as, but not limited to, ownership information, song title, ownership splits, hashtag and genre information, publishing ownership information, and/or any other information submitted by User that is publicly available.
(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. You represent and warrant that the Content submitted by you is accurate, up-to-date, and reliable. You understand and acknowledge that Songspace is not responsible for the quality, accuracy, and reliability of the Content.
(c) The Songspace Services contain Content of Songspace.com ("Songspace.com Content"). Songspace.com Content is protected by copyright, trademark, trade secret and other intellectual property 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.
5. Content Posted.
Songspace may delete any Content for any reason at any time. 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, quality, and reliability of the Content or any material or information that you submit through the Songspace Services and/or transmit to other Members.
6. 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.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Songspace Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) transmitting spam, or other unsolicited promotions, advertisements, and/or communications; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Songspace Services; (iv) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the Songspace Services; (vi) collecting or harvesting any personally identifiable information, including account names, from the Songspace Services without the express written permission of us; (vii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (viii) interfering with the proper working of the Songspace Services; (ix) accessing any content on the Songspace Services through any technology or means other than those provided or authorized by the Songspace Services; (x) bypassing the measures we may use to prevent or restrict access to the Songspace Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Songspace Services or the content therein; (xi) Reverse engineering any aspect of the Songspace Services or do 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 Songspace Services; (xii) Attempt to circumvent any content filtering techniques we employ, or attempt to access areas/features of the Songspace Services that you are not authorized to access; (xiii) Develop any third-party applications that interact with Content or the Songspace Services without our prior written consent; or (xiv) Accessing the Songspace API with an unauthorized third-party client.
7. Mobile Software
We make available software to access the Songspace Services via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Service. Songspace does not warrant that the Mobile Software will be compatible with your mobile device. Songspace hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for your Songspace account on mobile devices owned or leased by you. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third-party without our express written permission; (iii) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (iv) delete the copyright and other proprietary rights notices on the Mobile Software. You also agree to abide by any third-party terms when downloading our Mobile Software, including the iTunes App Store Terms of Service and/or the Android Market Terms of Service.
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: Songspace Inc., Attn: Songspace Copyright Agent, 631 2nd Ave, Ste 20 Nashville, TN, 37210, or firstname.lastname@example.org.
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. Songspace is not responsible for any damage in any way related to an alteration and/or change in the Songspace Services, including, but not limited to, software, API, and/or intellectual property. 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 SERVICES 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.
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.
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. Email Opt-in.
You agree to opt-in to receive email messages or email notifications from Songspace for up to 12 months after you last login, create an account on Songspace or enter a Songspace hosted contest. Email messages will communicate new features, related marketing messages, Content posted on the Songspace Website or contain Songspace notifications generated in connection with the Songspace Services.
This Agreement is accepted upon your use of the Songspace Website, Songspace Mobile Software, 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.