Latest Revision: December 5, 2013
The Service is offered subject to acceptance without modification of these Terms, which incorporate by reference all of the following:
The Service is available only to individuals who are at least 13 years old. You represent and warrant that you are an individual, and that all registration information you submit is accurate and truthful. Company may, in its sole discretion, refuse to offer the Service to any person and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Company reserves the right, to modify, revise or replace any of the terms in the Terms or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time at its sole discretion without prior notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Company from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
It is your responsibility to check the Terms periodically for changes. Latest revision dates/effective dates are available at the top of these Terms. Your continued use of the Service following any changes to the Terms constitutes acceptance of those changes.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms or by the law. The Service (including, without limitation, any Content or User Submissions (both as defined below)) is provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Service.
For purposes of the Terms, the term “Content” includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Company or its partners on or through the Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute, share, or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:
Additionally, you shall not (directly or indirectly):
Company does not guarantee that any Content or User Submissions (as defined below) will be made available on the Site or through the Service. Company has no obligation to monitor the Site, Service, Content, or User Submissions. However, Company reserves the right to:
Company reserves the right to investigate and take appropriate legal action against anyone who, in Company's sole discretion, violates these Terms, including, without limitation, terminating your account and/or reporting such activity or Content to law enforcement authorities.
You may browse the Site and view Content without registering (as a “Guest”). To become an “Artist,” you must attend or have attended college, and have the ability to publish your music. Artists are required to register on the Site and create a user account.
When creating a user account, you shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your Company account. You shall not:
Company reserves the right to refuse registration of, or cancel an Artist name and domain name in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password on the Site. You shall not use another user’s account without such other user’s express permission. You will immediately notify Company in writing of any unauthorized use of your account, or any other account-related security breach of which you are aware.
The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource or form accessing such website or resource.
The Service provides Artists with the ability to upload the Artist’s sound recordings (“Sound Recordings”) and the musical works (“Musical Works”) embodied therein (collectively, the Artist’s “Music”) to the Site. [For example, Musical Works is the song, Sound Recordings is the recording of the song.] Company will not have any ownership rights in any elements of an Artist’s Music; however, Company needs the following license to perform the Service. Each Artist uploading Music to the Service grants Company and its authorized sublicensees and distributors, if any, the worldwide, non-exclusive, royalty-free right and license to:
To enable Company to Exploit your Music pursuant to the above provisions, you hereby grant to Company the worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, distribute, reproduce, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Service or in the marketing, promotion or advertising of the service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created. To be clear, your grant of the licenses in this “Intellectual Property Rights – Artists” section are necessary to allow Company to grant licenses to users pursuant to the “Content and License” section of these Terms, and you agree to the grant of these licenses for this reason, as well as the additional reasons stated in these Terms.
By uploading any Music or Artworks to the Site:
If any agreement you have entered into with any third party, including, but not limited to a co-writer, PRO, music publisher, union or guild, whether by law or contract, prohibits you from granting Company the rights and licenses set forth in these Terms and making the representations and warranties set forth in the four paragraphs immediately above, then you are prohibited from uploading your music to the Service and shall be responsible for indemnifying and holding company harmless from and against any and all claims arising from the exploitation of your music on the Service, including all court costs and legal fees.
The Service provides users with the ability to add, create, upload, submit, distribute or post (“Submitting” or “Submission”) content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, the “User Submissions”). By Submitting User Submissions to the Site or otherwise through the Service, you:
Company does not endorse and has no control over any User Submission. Company cannot guarantee the authenticity of any data that users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
You agree that the Service contains Content specifically provided by Company or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
Company grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial, and non-offensive use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
Company reserves the right to license the Content of the Site to third parties. Artists expressly grant to the Company their right to so license. Artists reserve no right to control Company’s right to license. The Artist can choose to remove its content from the Site to avoid having its content licensed.
Company may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately upon termination, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of the Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, intellectual property rights and licenses, warranty disclaimers, indemnity and limitations of liability.
Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from any and all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations or warranties concerning any Content contained in or accessed through the Site, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
The Service is provided "as is" and "as available,” unless otherwise specified in writing, and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Company, and its directors, employees, agents, suppliers, partners and content providers do not warrant that:
Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
Electronic Communications Privacy Act Notice (18USC 2701-2711): Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
You shall defend, indemnify, and hold harmless Company and its affiliates, authorized sublicensees and distributors, and each of their employees, contractors, directors, suppliers and representatives, from any and all liabilities, claims, and expenses, including reasonable attorneys' fees and court costs, that arise from or relate to your alleged or actual use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Terms, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in these Terms. For the avoidance of doubt, you hereby agree, among other things, to defend, indemnify, and hold harmless Company from any and all claims by a third party of infringement of any intellectual property right of by a third party owning, controlling or claiming any right in or to any Sound Recording or Musical Work in your Music, including claims for performance royalties, mechanical royalties, and use or re-use fees. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses at your sole expense.
In no event shall Company, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the site or Service:
Some states do not allow the exclusion or limitation of certain damages, so the above limitations and exclusions may not apply to you (in such cases they shall be limited to such states limits).
If a dispute arises between one or more artists and/or guests, you release Company (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California civil code §1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of these terms, and that without such waiver, these terms would not have been entered into by Company.
Company makes no representation that the Content is appropriate or available for use in locations outside of Tennessee, and accessing the Site or Service or uploading or downloading Content is prohibited from territories where such Content is illegal. If you access the Site or Service from other locations, you do so at your own initiative and are responsible for compliance with applicable local laws.
A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The validity, construction and effect of these Terms shall be governed by the laws of the State of Tennessee without regard to its choice of law rules. Tennessee law shall govern regardless of any language in any other document that Artist or a user may provide. For all purposes of these Terms, the Company and you consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in Davidson County, Tennessee. Use of the Service or Site is not authorized in any jurisdiction that does not give effect to all provisions of the Terms, including without limitation, this section.
The Terms, with the documents incorporated herein, are the entire agreement between you and Company with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Site. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms, and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms, Company will be entitled to recover costs and attorneys' fees. All notices under the Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. The captions and headings in these Terms are intended only for convenience, and will in no event be construed to define, limit or describe the scope or intent of these Terms, or of any provision of these Terms, nor in any way affect the interpretation of these Terms.
You may contact Company at the following address: firstname.lastname@example.org.