Last Update: September 1, 2013; effective May 1, 2012
This User Agreement (the "Agreement") is a contract between you (the "User") and Song Splits Solutions, LLC, a Delaware limited liability company ("SongSplits", "we" or "us"). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.songsplits.com (the "Site") and related software and services (collectively, the "SongSplits Platform").
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE "SUBMIT" BUTTON, OR BY USING THE SONGSPLITS PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SONGSPLITS PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
1. The SongSplits Platform
1.1 Purpose of the SongSplits Platform.
The SongSplits Platform enables songwriters and other rights holders ("Rights Holders") to enter into agreements with one another with respect to the ownership and administration of musical compositions and associated rights. Under this Agreement, SongSplits facilitates the formation of contracts among Rights Holders (each such agreement, a "Split Agreement"), and makes available to Users subscriptions providing access to certain information from all Split Agreements. If Rights Holders agree on terms, a Split Agreement is formed directly among such Rights Holders on the terms and conditions set forth in the SongSplits Split Agreement.
The SongSplits Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
2. SongSplits General User Policies
2.1 SongSplits Fees.
SongSplits may elect to charge fees for certain services.
2.2 General User Obligations.
You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services.
2.3 Identity and Account Security.
SongSplits reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize SongSplits, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User's SongSplits account password. User agrees not to disclose this password to anyone and shall be solely responsible for any use of or action taken through the use of such password on SongSplits. You must notify SongSplits Support immediately if you suspect that your password has been lost or stolen. By using your SongSplits User account, you acknowledge and agree the SongSplits account security procedures are commercially reasonable.
2.4 Enforcement of Agreement and Policies.
SongSplits has the right, but not the obligation, to suspend or cancel your access to the SongSplits Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting SongSplits' other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the SongSplits Platform to you if (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for SongSplits. Once suspended or terminated, you MAY NOT continue to use the SongSplits Platform under a different account or reregister under a new account. If you attempt to use the SongSplits Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the SongSplits Platform, including data, messages, files and other material you keep on SongSplits.
3. Split Agreement Terms
3.1 Split Agreement
Unless otherwise agreed to in a writing signed by each Rights Owner, the terms and conditions of the Split Agreement are as set forth in the SongSplits Split Agreement. Rights Owners may not agree to any other terms and conditions that affect the rights or responsibilities of SongSplits.
3.2 Use of Split Agreement Information
All information included in Split Agreements is stored by SongSplits in the SongSplits database, including the identity and percentage ownership of respective Rights Owners in connection with each Split Agreement and the related musical compositions ("Split Data").
You agree not to provide us any Split Data or other information 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 Split Data or other information.
SongSplits may share Split Data with other Users and third parties, including Users and third parties who pay SongSplits to subscribe for access to the SongSplits database or information contained therein. In addition, SongSplits may use the information you provide for internal development purposes in order to improve the system. SongSplits may ask you whether you would like SongSplits to facilitate the process of registering your work with other third parties. Finally, SongSplits may use aggregated information about the use of the SongSplits Platform, such as the number of registrations received, to promote the success of the service.
4. Acknowledgements By User of SongSplits' Role
4.1 Split Agreements.
User expressly acknowledges, agrees and understands that: (i) the SongSplits Platform is merely a venue where Users may interact and/or contract with one another as or on behalf of Rights Owners; (ii) SongSplits is not a party to any Split Agreements among Users or Rights Owners; (iii) SongSplits shall not have any liability or obligations under or related to Split Agreements or any acts or omissions by Users; (iv) SongSplits has no control over Users or Rights Owners; and, (v) SongSplits makes no representations as to the reliability, capability, or qualifications of any User or Rights Owner (or alleged Rights Owner) or the quality, security or legality of any claims made or information supplied by any of them, and SongSplits disclaims any and all liability relating thereto.
4.2 Proprietary Rights.
SongSplits and its licensors reserve all Proprietary Rights in and to the SongSplits Platform. Users may not use the SongSplits Platform except in accordance with this Agreement. SongSplits reserves the right to withdraw, expand and otherwise change the SongSplits Platform at any time in SongSplits' sole discretion. User shall not be entitled to create any "links" to the SongSplits Platform, or "frame" or "mirror" any content contained on, or accessible through, the SongSplits Platform, on any other server or internet-based device.
"Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
5. Warranty Disclaimer
SONGSPLITS MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SONGSPLITS PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SONGSPLITS DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 8.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST SONGSPLITS WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
6. Limitation of Liability
IN NO EVENT WILL SONGSPLITS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF ODESK TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) U.S. $500; AND (B) ANY FEES PAID TO SONGSPLITS DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
Each User shall indemnify, defend and hold harmless SongSplits and its subsidiaries, affiliates, officers, agents, employees, representatives and agents any loss, liability, claim, demand, costs, or expenses, including reasonable attorney's fees, brought by any third party arising out of or relating to: (a) your use of the Site or the SongSplits Platform, (b) our use of the Split Data in accordance with the terms hereof, or (c) your breach of this Agreement.
8. Term and Termination
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 8.2 below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User's account), provided, that no termination shall affect the validity of any Split Agreements that have been entered into prior to termination and this Agreement shall continue to apply with respect to such Split Agreements and the related Split Data.
Sections 4 through 9 of this Agreement shall survive any termination thereof.
9.1 Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
9.2 Side Agreements.
Section 9.1 notwithstanding, Rights Owners may enter into any supplemental or other written agreement that they deem appropriate. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand SongSplits' obligations or restrict SongSplits' rights under this Agreement.
User shall not violate any laws or third party rights on or related to the SongSplits Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.
9.4 Notices: Consent to Electronic Notice.
You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the SongSplits Platform. Notices hereunder shall be invalid unless made in writing and given (a) by SongSplits via email (in each case to the email address that you provide), (b) a posting on the SongSplits Site or (c) by you via email to [email protected] or to such other addresses as SongSplits may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement shall be binding upon SongSplits unless in a written instrument signed by a duly authorized representative of SongSplits. For the purposes of this Section 9.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
9.6 No Waiver.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without SongSplits' prior written consent in the form of a written instrument signed by a duly authorized representative of SongSplits (and, for the purposes of this Section 9.7, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). SongSplits may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
9.9 Choice of Law.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including by not limited to a Split Agreement, ("Claims") shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.