Terms of Use

Latest Revision: December 5, 2013

Please read these Terms of Use ("Terms") carefully before using the services offered by Mellodi, LLC ("Company"). The Terms set forth the legally binding terms and conditions for your use of the website at www.mellodi.co (the "Site") and the service owned and operated by Company (collectively with the Site, the "Service"). By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by the Terms. This applies to all users of the Service, including users who are also contributors of content, information, and other materials or services on the Site.

Acceptance of Terms

The Service is offered subject to acceptance without modification of these Terms, which incorporate by reference all of the following:

Our Privacy Policy (available at www.mellodi.co/privacy);
Our Copyright Policy (available at www.mellodi.co/copyright);
All other operating rules, policies and procedures that may be published from time to time on the Site by Company, each of which is incorporated by reference and each of which may be updated by Company from time to time.

User Eligibility

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.

Modification of Terms of Use

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.

Rules and Conduct

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:

Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
You know is false, misleading, untruthful or inaccurate;
Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
Involves commercial activities and/or sales without Company's prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes;
Exploits people in a sexual or violent manner;
Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or
Impersonates any person or entity, including any employee or representative of Company.

Additionally, you shall not (directly or indirectly):

Take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure;
Interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
Bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
Run Maillist, Listserv, or any form of auto-responder or “spam” on the Service;
Use manual or automated software, devices, or other processes to “crawl” or “spider” or “scrape” any page of the Site.
Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;
Modify, translate, or otherwise create derivative works of any part of the Service; or
Copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

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:

Remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content (such as a copyright violation) or if Company is concerned that you may have violated the Terms), or for no reason at all; and
Remove or block any User Submissions from the Service.

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.

Registration

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:

Select or use as a artist/band name or domain name the name of another person with the intent to impersonate that person;
Use as a artist/band name or domain name a name subject to any rights of a person other than you without appropriate authorization; or
Use as a artist/band name or domain name a name that is otherwise offensive, vulgar or obscene.

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.

Third Party Site

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.

Intellectual Property Rights - Artists

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:

Reproduce, distribute, publicly perform, publicly display, create derivate works of, communicate to the public and otherwise exploit (collectively, “Exploit”):

Artist’s Music and perform the Service on Artist’s behalf (e.g., reproduce, transcode, copy and store Artist’s Music on computer servers owned and/or operated by or on behalf of Company or its authorized sublicensees and distributors, and publicly perform, transmit, stream, distribute, and playback Artist’s Music) using any technologies or methodologies now known or hereafter developed; and
Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Service;

Allow users of the Service to receive public performances and public displays of Artist’s Music and Artworks and to reproduce Artist’s Music and Artwork on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and
Reproduce, use, and publish, and to permit others to reproduce, use and publish, the name(s), trademarks, likenesses, and personal and biographical materials of Artist, in connection with the provision of the Service.

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:

You represent and warrant, and can demonstrate to Company’s full satisfaction upon request, that:

You own or otherwise control all rights to:

Your Sound Recordings;
The Musical Works embodied in your Sound Recordings (or that such Musical Works are in the public domain or have otherwise been directly licensed to Artist in writing with a grant of rights sufficient to permit Artist to enter into these Terms and to grant all of the rights with respect to Artist’s Music as set forth in these Terms (hereinafter “Direct Licensed”)); and
The Artworks (or that such Artworks are in the public domain or Direct Licensed);

You have full authority to act on behalf of any and all owners of any right, title or interest in and to any Sound Recordings you upload to the Service and the Musical Works embodied therein and to the Artworks;
You have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Music and/or Artworks, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Music and/or Artworks) as contemplated by these Terms; and
You are authorized to grant all of the aforementioned rights to the Music and/or Artworks to Company and all users of the Service.

You represent and warrant that the use or other exploitation of your Sound Recordings and the Musical Works embodied therein and/or Artworks by Company and its authorized sublicensees and distributors and/or by users of the Site as contemplated by these Terms will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
You represent and warrant that, to the extent you are the songwriter of any or all of the Musical Works embodied in your Sound Recordings, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in these Terms notwithstanding the provisions of any agreement you may have entered into with any performing rights organization (“PRO”), whether based in the United States (e.g., ASCAP, BMI or SESAC) or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty-free license to Company for the uses set forth herein for the using the Service, including public performances and communications to the public, of your Musical Works, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the using the Service of your Musical Works.
You represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any co-writer, union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Sound Recordings as authorized under these Terms.

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.

Intellectual Property Rights - User

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:

Acknowledge that you are publishing that User Submission, and that you may be identified publicly by your email address in association with any such User Submission;
Grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, publicly display, publicly perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and Company’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites), whether now known or hereafter developed. You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use. For clarity, the foregoing license grant to Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing;
Represent and warrant, and can demonstrate to Company’s full satisfaction upon request that you:

Own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain or Direct Licensed;
You have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms and to grant the license rights set forth above;
You have the permission to use the name and likeness of each identifiable individual person or entity and to use such individual’s identifying or personal information as contemplated by these Terms; and
You are authorized to grant all of the aforementioned rights to the User Submissions to Company and all users of the Service;

Agree to pay all royalties and other amounts owed to any person or entity, including any PROs, due to your Submission of any User Submissions to the Service;
Represent and warrant that the use or other exploitation of such User Submissions by Company, the Site or Service and use or other exploitation by users of the Site and Service as contemplated by these Terms will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
Understand that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content; and that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Service; and
Understand that Company shall have the right to delete, edit, or modify information submitted by you at your request.

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.

Content and License

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.

Termination

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.

Warranty Disclaimer

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:

The service will be secure or available at any particular time or location;
Any defects or errors will be corrected;
Any content or software available at or through the service is free of viruses or other harmful components; or
The results of using the service will meet your requirements. You expressly agree that your use of the Service is solely at your own risk.

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.

Indemnification

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.

Limitation of Liability

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:

For any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever (however arising);
For any bugs, viruses, trojan horses, or the like (regardless of the source of origination); or
For any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00).

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.

International/Non-Tennessee Use

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.

Dispute Resolution

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.

Integration and Severability

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.

Miscellaneous

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.

Contact

You may contact Company at the following address: help@mellodi.co.