Effective Date: 1 September 2020
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
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.
disabling your login credentials;
removing, suspending or disabling your access to the Website, Content or the Service;
issuing a warning to you;
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.
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.
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.
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. 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.
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.
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
Intellectual Property rights
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.
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
517 Buchanan Street
Nashville TN, 37208
Only DMCA notices should go to the Copyright Agent.
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.
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.
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.
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.