IntroductionThese Terms of Service ("Agreement") govern your access to and use of the web service(s) ("Service") provided by SongSplits Solutions, LLC. ("SongSplits","we"or "us") through our website (the"Site") or through other communication platforms, including applications on your mobile device (each, an"Application"). Please read this Agreement carefully. By clicking "I Accept" during registration, by accessing the Service or by accessing or downloading any associated reports, media, materials, or "online" or electronic documentation (collectively,"Licensed Materials"), you agree to be bound by this Agreement. If you do not wish to be bound by this Agreement, you may not access or use the Service or Licensed Materials.
1. EligibilityBy using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you are an individual using the Service on behalf of an entity, you represent and warrant that you have all necessary right and authority to bind such entity to the terms and conditions of this Agreement.
3. License; Proprietary Rights1. Use of the Service. Subject to the terms and conditions of this Agreement, SongSplits grants your Users a limited, nonexclusive, non-transferable, non-sublicenseable and revocable license to access and use the Service for your internal business purposes only. Sharing the Licensed Material with non-Users is strictly forbidden. You must use the Service in a manner consistent with any and all applicable laws and regulations. You acknowledge and agree that your use of the Service or downloading of Licensed Material is at your sole risk. SongSplits reserves the right to change or discontinue the Service (or any feature thereof) at any time, with or without notice.
2. License to Materials. Subject to the terms and conditions of this Agreement, SongSplits grants you a limited, nonexclusive, non-transferable, non-sublicenseable and revocable license to download and display Licensed Materials solely for your internal business purposes.
3. Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Service or the Licensed Materials or make the Service or the Licensed Materials available to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service or the Licensed Materials; (c) you shall not access or use the Service to build a similar or competitive product or service or attempt to access the Service through any unapproved interface; (d) you will not use any device, software, or routine to damage, interfere or attempt to interfere with any application, function, or use of the Service; (e) except as expressly stated herein, no part of the Service or Licensed Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (f) any future release, update, or other change to functionality of the Service (if any) shall be subject to the terms of this Agreement unless SongSplits expressly states otherwise. You shall preserve all copyright and other proprietary rights notices on the Licensed Materials and all copies thereof.
4. Proprietary Rights. SongSplits and its licensors own and retain all proprietary rights in the Service and the Licensed Materials. The Service and Licensed Materials contain the copyrighted material, trademarks, and other proprietary information of SongSplits and its licensors. Except as expressly specified in this Agreement, the provision of the Service and the Licensed Materials does not transfer to you or any third party any rights in or ownership of such intellectual property, including, without limitation, any intellectual property rights in any SongSplits or third-party content.
4. Data Provided To SongSplits1. License to Songwriter Data. In connection with your use of the Service, you may provide us with data regarding yourself (if you are a songwriter and/or producer, herein referred to as just "Songwriter") or songwriters you represent ("Songwriter Data") in the fields and format we accept - such as song copyright catalogs and sales data. By doing so, you hereby grant SongSplits a limited, non-exclusive, perpetual, irrevocable, worldwide, royalty-free right to use the Songwriter Data solely for the purposes of optimizing, validating, enhancing, supplementing and improving the Service and SongSplits's related product and service offerings. You agree not to provide us any Songwriter Data that you know is false or inaccurate, or otherwise intended to disrupt or falsely skew our data or the Service, and you acknowledge and agree that we have no obligation to confirm the validity or otherwise verify the accuracy of the Songwriter Data.
2. Restrictions. To the extent your Songwriter Data is not publicly available or available to us from another source without restriction, we will only use it for the purposes of data reconciliation in connection with our services, and we will only disclose it to a third party for such purpose and under reasonable terms of confidentiality. Except as expressly specified in this Agreement, your provision of the Songwriter Data to us does not transfer to us or any third party any rights in or ownership thereof.
5. Fees; Payments1. Fees. Your use of the Service is subject to your payment of the applicable subscription fees ("Fees"), as set forth on the Order Form. Actual Fees and availability of all aspects of the Service are subject to change by SongSplits at any time, unless otherwise set forth on the Order Form. You must provide SongSplits with valid credit card information or other payment information prior to accessing the Service. You agree that SongSplits may charge Fees to your credit card or other payment account for the Service and that you will pay all applicable Fees assessed to your Account. Our Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties.
2. Payment. Unless otherwise specified in the Order Form, Fees are due monthly in advance and are non-refundable.
3. Compliance Validation. Upon reasonable advance written notice, SongSplits may validate your compliance with this Agreement through a review (by either SongSplits or an independent third party) of your technological information and/or systems sufficient to demonstrate your compliance. You agree to cooperate in conducting any such validation procedure. If the validation procedure reveals that you have used the Service in a manner that exceeds the scope in the Order Form, you will pay us for such unlicensed use of the Service based on the then-current SongSplits fee structure. We shall bear the cost of the review; provided, however, if the underpaid fees exceed ten percent (10%) of the fees paid (or due) to us during the preceding three (3) month period, then you shall pay our reasonable costs of conducting the validation.
6. TermSubject to this Section, this Agreement will remain in full force and effect while you use the Service and/or maintain an Account. Unless otherwise set forth on the Order Form, you may terminate your Account at any time, for any reason by sending an e-mail to firstname.lastname@example.org. Subject to the Order Form, SongSplits has the right to terminate this Agreement, or suspend or terminate your access to the Service, for any reason immediately effective upon sending notice to you at the email address you provide in your Account. Upon termination of this Agreement by either party, your right to access and use the Service will terminate immediately. You agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to the termination of this Agreement or denial of your access to or use of the Service. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 4, 6, 7, 8, 9 and 11.
7. Warranty DisclaimerTo the extent permitted under applicable laws, the Service and Licensed Materials are provided "As-is" and as available and SongSplits expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement. SongSplits does not guarantee and does not promise any specific results from the use of the Service or Licensed Materials. SongSplits makes no warranty regarding the results, data or License Material obtained or derived through the use of the Service, nor that the Service will be uninterrupted, free of viruses or other harmful code, timely, secure, or error-free. You agree that SongSplits is not responsible for the timeliness, deletion, mis-delivery, or failure to store any communications or personalization or preference settings.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
8. Limitation on LiabilityTo the extent permitted under applicable laws, SongSplits shall not be liable to you, or any third party, for any lost profits, indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to your use of the Service, Site, or Licensed Material under this Agreement, even if SongSplits has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, SongSplits's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the greater of (1) an amount equal to the amounts paid by you to SongSplits in the twelve (12) months preceding the claim; and (2) one hundred U.S. Dollars (US $100). The existence of one or more claims will not serve to enlarge this limit. You acknowledge and agree that the limitations of SongSplits's liability are (a) reasonable in light of your ability to use the Service, Site, or Licensed Material at the fees charged by SongSplits, and (b) essential and fundamental parts of this agreement, which are necessary to induce SongSplits to enter into this agreement.
Some jurisdictions do not allow the exclusion or limitation of liability, so the above limitation or exclusion may not apply to you.