These Terms of Use (“Terms”) govern your access to and use of the Songtools technology platform, including our websites, applications, and any partner-branded or white-labeled experiences that provide access to our services (collectively, the “Platform”). Songtools provides a collection of music discovery and promotion tools, including Playlister Club, SongFly, SongFolder, SongPage, SongBlog, and any related services now known or later developed (the “Service”).
By creating an account, subscribing, purchasing, or otherwise using the Platform, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree to these Terms, you may not access or use the Platform.
Translation Disclaimer: Any non-English version of the Terms of Service and other disclaimers and agreements are provided solely for convenience and do not have independent legal effect. The legally binding version of these agreements is the English version. In the event of any discrepancy, inconsistency, or difference in interpretation, the English versions shall prevail.
The Service may be offered to you through a third-party music company that resells, markets, or provides access to the Service under its own brand (“Partner”). While you may access the Service through a Partner-branded experience, Songtools operates the underlying technology platform and provides the Service. Your use of the Platform is governed by these Terms.
Partner may provide additional terms or policies that apply to Partner’s separate products or services. If those Partner terms conflict with these Terms regarding the Songtools Platform or Service, these Terms control.
Songtools is a platform that provides users with access to a varied collection of music discovery and promotion tools, including Playlister Club, Songfly, Songfolder, Songpage and Songblog, for those creating, curating and promoting music now known or hereafter developed (the "Service"). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for Songtools to provide the Service. You also understand and agree that the Service may include certain communications from Songtools, such as service announcements, user messages, administrative messages and your personal Songtools profile updates, and that these communications are considered part of Songtools membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that may augment or enhance the current Service, including the release of new Songtools properties, shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that Songtools assumes no responsibility for the timeliness, deletion or failure to store any user communications or personalization settings.
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"), (b) If you open an account on behalf of your company, then "you" includes you and your company, and you represent and warrant that you are an authorized representative of your company with the authority to bind the entity to these Terms of Use, and that you agree to these Terms on your company's behalf, (c) you give us permission to access and use your information from third party services (e.g., Spotify, Twitter, Facebook) and to store your authentication credentials for that third-party service (d) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Songtools has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Songtools has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof); (e) respect the rights of third party creators and content owners.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"), (b) If you open an account on behalf of your company, then "you" includes you and your company, and you represent and warrant that you are an authorized representative of your company with the authority to bind the entity to these Terms of Use, and that you agree to these Terms on your company's behalf, (c) you give us permission to access and use your information from third party services (e.g., Spotify, Twitter, Facebook) and to store your authentication credentials for that third-party service (d) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Songtools has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Songtools has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof); (e) respect the rights of third party creators and content owners.
Songtools may make Free Services available to you. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to you without charge up to certain limits set forth by Songtools and subject to change without notice. You agree that Songtools, in its sole discretion and for any or no reason, may terminate access to the Free Services or any part thereof. You agree that any termination of access to the Free Services may be without prior notice, and Customer agrees that Songtools will not be liable to you or any third party for such termination.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY SONGTOOLS” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SONGTOOLS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SONGTOOLS’ LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $10.00. WITHOUT LIMITING THE FOREGOING, SONGTOOLS AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE.
Songtools is the merchant of record for purchases made through the Platform. Subscription fees are based on plans purchased, not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable.
You will pay subscription fees specified in Price Packages offer online. Except as otherwise specified herein, (i) subscription fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. You will provide Songtools with valid and updated credit card information, or a Paypal payment transaction or alternative payment method acceptable to Songtools. If you provide credit card information to Songtools, You authorize Songtools to charge such credit card for the amount listed in the Price Package for the initial subscription term and any renewal subscription term(s) as set forth in the price package information provided online. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable price package. If the price package specifies that payment will be by a method other than a credit card, Songtools will invoice you in advance. You are responsible for providing complete and accurate billing and contact information to Songtools and notifying Songtools of any changes to such information. You agree subscription fees are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Songtools regarding future functionality or features. You are responsible for any charges assessed by your bank or payment provider. Songtools' fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder.
ALL SALES ARE FINAL. YOU SHOULD BE AWARE THAT WE DO NOT OFFER REFUNDS FOR PAID SUBSCRIPTIONS UNDER ANY CIRCUMSTANCE.
Songtools is concerned about the safety and privacy of all its users, particularly children. For this reason, parents of children under the age of 13 who wish to allow their children access to the Service are responsible for supervision of that access. When you register a Songtools account for your child or allow your child to register his or her own Songtools account, you certify that you are at least 18 years old and that you are the legal guardian of the child/children accessing the site. By allowing access to your child, you also give your child permission to access many areas of the Service. Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Service areas are appropriate for your child. Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Songtools and its affiliates.
You will create a password and account designation during the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Songtools of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Songtools cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
Songtools does not control the content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such content. You understand that by using the Service, you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will Songtools be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available via the Service.
You agree to not use the Service to: Impersonate any person or entity, including, but not limited to, a Songtools official, playlist curator, reviewer, administrator, artist, music label or user, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Service; upload, post, transmit or otherwise make available any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); upload, post, transmit or otherwise make available any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; upload, post, transmit or otherwise make available any unsolicited or unauthorized submission, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
You acknowledge that Songtools may or may not pre-screen content, but that Songtools and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any content that is available via the Service. Without limiting the foregoing, Songtools and its designees shall have the right to remove any content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, you acknowledge that you may not rely on any content submitted to Songtools.
You acknowledge, consent and agree that Songtools may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Songtools, its users and the public.
You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Songtools and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
You may post, upload, and/or contribute content to the Service (which may include, for example, pictures, text, messages, information, playlist compilations, and/or other types of content) (“User Content”). You promise that, with respect to any User Content you post on Songtools, (1) you have the right to post such User Content, and (2) such User Content, or its use by Songtools as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Songtools or any artist, band, label, entity or individual without express written consent from such individual or entity. You are solely responsible for all User Content that you post. Songtools is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST SONGTOOLS RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD SONGTOOLS HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You hereby represent and warrant that: (a) you have all necessary authority, rights and permissions to submit the Materials and grant the licenses described in these Terms of Service, (b) the Materials are accurate, current and complete, (c) the Materials and your use of the Service shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights, (d) the Materials and your use of the Service shall not violate any applicable law or regulation or cause injury to any person; (e) your use of the Service shall not violate any agreements between you and a third party. You agree to indemnify and hold Songtools and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your Songtools Profile), use of the Service, or access to the Service.
You acknowledge that Songtools may establish general practices and limits concerning use of the Service, including without limitation, the maximum number of messages that may be sent from or received by an account on the Service, the maximum size of any content that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on Songtools' servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Songtools has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Service. You acknowledge that Songtools reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Songtools reserves the right to modify these general practices and limits from time to time.
Songtools reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Songtools shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You agree that Songtools may, under certain circumstances and without prior notice, immediately terminate your Songtools account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement, third parties or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment or disputes of any fees owed by you in connection with the Services. Termination of your Songtools account includes (a) removal of access to all offerings within the Service, including but not limited to Songtools blogs, articles, profiles, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of the Service. Further, you agree that all terminations for cause shall be made in Songtools's sole discretion and that Songtools shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service. Company shall have no liability to you or any third party should Company modify or discontinue any service or an aspect thereof.
Your correspondence or business dealings with, or participation in promotions of, users found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such user. You agree that Songtools shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such users on the Service.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Songtools has no control over such sites and resources, you acknowledge and agree that Songtools is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Songtools 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 use of or reliance on any such content, goods or services available on or through any such site or resource.
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Songtools or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
Songtools grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Songtools for use in accessing the Service.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SONGTOOLS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SONGTOOLS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SONGTOOLS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SONGTOOLS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SONGTOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.
Songtools may provide you with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service.
The Songtools and Songtools logo trademarks and service marks and other Songtools logos and product and service names are trademarks of Songtools. (the "Songtools Marks"). Without Songtools's prior permission, you agree not to display or use in any manner the Songtools Marks. Other product and company names may be trademarks or service marks of their respective owners.
Songtools respects the rights of third party creators and content owners and expects that you will do the same. Given the nature of the Service and the volume of information submitted, Songtools cannot and does not monitor all of the materials posted or transmitted by you and other third-party information providers via the Service, including, without limitation, any materials posted via the Service. You expressly agree that Company will not be liable for materials. However, Songtools may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Songtools Team the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the site; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Any claim or controversy arising out of or relating to the use of Songtools, to the goods or services provided by Songtools, or to any acts or omissions for which you may contend Songtools is liable, including but not limited to any claim or controversy ("Dispute"), shall be finally, and exclusively, settled by arbitration in New York, from which arbitration there shall be no appeal. The arbitration shall be held before one arbitrator under the Commercial Arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the State of Florida, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefore. Each part shall bear its own costs and attorneys' fees. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in New York. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND SONGTOOLS WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SONGTOOLS ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Songtools otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, AN ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. CLIENT AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CLIENT AND PLAYLISTER CLUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Entire Agreement. The TOS constitutes the entire agreement between you and Songtools and governs your use of the Service, superseding any prior agreements between you and Songtools with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Songtools services, products, affiliate services, third-party content or third-party software.
Electronic signatures. Pursuant to any applicable laws, rules or regulations, including without limitation the US Electronic Signatures in Global and National Commerce Act, P.L. 106-229 or other similar statutes, YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-¬-electronic records, or to payments or the granting of credits by other than electronic means. A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved to Songtools.
Choice of Law and Forum. The TOS and the relationship between you and Songtools shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Songtools agree to submit to the personal and exclusive jurisdiction of the courts located in New York.
Waiver and Severability of Terms. The failure of Songtools to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that your Songtools account is non-transferable and any rights to your Songtools Profile or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the TOS are for convenience only and have no legal or contractual effect.
These Songtools Self-Serve Advertising Terms and Conditions (the “Agreement”) are entered into by and between Pentatone, Inc., a Delaware corporation d/b/a Songtools (“Songtools”) and you (the “Client”).
This Agreement applies whether you access the Service directly through Songtools or through a partner-branded or white-labeled experience powered by Songtools. A third-party music company that resells or offers access to the Service under its own brand is referred to as a “Partner.”
Songtools is a music promotion and advertising internet-accessible platform (the “Platform”) that allows Client to fund and activate playlist promotion and display ads that are algorithmically generated based on Client’s distributed or uploaded digital assets without having to interact with a third party vendor or salesperson (“self-serve”). The Platform utilizes proprietary technology to bid on and deliver media on www.playlister.club, www.songtools.io and related apps and services, through Partner-branded or white-labeled experiences, and/or across third party advertising platforms, including but not limited to: (i) social media platforms (Songtools, Instagram, SnapChat, YouTube, TikTok and Google, among others); and (ii) commercial Demand-Side-Platforms or DSPs (each a “Channel” and collectively, the “Channels”) on the Client’s behalf (the “Service”).
Partner Role and Relationship. Partner may market or resell access to the Platform. For the avoidance of doubt, Songtools provides and operates the Platform and Service, and Songtools is the merchant of record for all purchases made through the Platform. If Partner provides additional terms or policies, such Partner terms apply only to Partner’s separate products or services. If there is a conflict between Partner’s terms and this Agreement regarding the Songtools Platform or Service, this Agreement controls.
2.1 Client may subscribe or, from time to time, purchase playlist promotion packages or display ads (“Campaigns”). Each Campaign purchased will specify: (a) the type of campaign being purchased, (b) the Channel where they will be displayed, if applicable, (c) the artist track, album or any other event being promoted by Client, (d) the maximum amount of money to be spent pursuant to the price of the campaign package purchased or the campaign budget set by Client, if applicable, (e) the start and end dates of the Client campaign, which could also be inferred from the Campaign purchased, and (f) the campaign demographic targeting, if applicable. Except as otherwise specified in this Section 2.1, Songtools will not be bound by conditions or instructions printed or appearing on third party purchase orders, forms or communications submitted by or on behalf of Client, and in the event of any conflict or inconsistency between any Client-provided orders, verbal or written, and these Terms and Conditions, these Terms and Conditions will control.
2.2 Campaign Effective Date and Activation. The effective date of each Campaign will be the day and time Client purchased and obtained confirmation from the Service that such purchase was successful whether via email or on screen. Subject to the terms of this Agreement, at that time Songtools will activate and serve Client Campaigns in accordance with the terms of this Agreement and the applicable Campaign purchased.
2.3 Changes and Modifications to Campaigns. A Campaign or portions of a Campaign may only be amended as permitted by Songtools through the Service; provided, however, that Songtools may, in its sole discretion, accept a written request from Client to change certain provisions of a Campaign as described in the Service. Client shall submit change requests by email via contact links in the Platform. If Songtools agrees to such change, Songtools may indicate such agreement by implementing the change without further confirmation. When applicable, Songtools may perform changes to maximize performance of a particular Client Campaign and may implement such changes without confirmation from Client. Notwithstanding anything to the contrary in this Section 2.3, in no event shall a change to the overall start or end date of a Client Campaign or the total spend amount under a Client Campaign be deemed a change and shall only be accomplished through additional purchases, downgrades or upgrades made available by Songtools through the Service.
2.4 Campaign Communications, Email and Password Use. Songtools will use Client’s email address to send important notices regarding Client’s Campaigns, which may include purchase confirmations. Songtools cannot accept responsibility for any email messages not received by Client, or for any delay in the receipt or delivery of any email notifications. It is Client’s sole responsibility to ensure that the email address Client provides is current, accurate and reachable.
In the event that Client is an advertising agency, label, promoter or other entity representing an Artist, including purchasing Campaigns or submitting advertisements to Songtools on behalf of an Artist, this Section 3 shall apply to Client.
3.1 Artist Definition. “Artist” means the individual, band or entity on whose behalf Client is placing Client Ads and that is the rightful owner of any rights in the content provided by Client.
3.2 Additional Representations and Warranties. Client represents, warrants and covenants that: (a) it is the authorized agent (e.g. label, promoter, distributor) of Artist and it has the legal authority to enter into this Agreement and purchase any marketing campaigns on behalf of the Artist, make all decisions, and take all actions relating to the Artist’s accounts on the Service; (b) it has or will enter into a written agreement with Artist (i) that obtains Agency Rights; (ii) that binds the Artist to terms as protective of Songtools as is this Agreement and (iii) to which Songtools is an intended third party beneficiary with respect to Client campaigns delivered on the Service, (c) it will not, without Songtools’ prior written consent: (i) make any commitments (for example, guarantees as to placement or performance of campaigns) to an Artist beyond Songtools’ obligations under this Agreement, (ii) negotiate any terms or conditions related to the Service which are inconsistent with this Agreement, or (iii) engage in any sales or marketing in connection with the Service; and (d) it will perform its duties pursuant to this Agreement in a professional manner consistent with the requirements established by Songtools Terms of Service.
3.3 Agency Relationship Termination. If Client’s relationship with an Artist terminates, Client agrees that Songtools may contract directly with such Artist to allow the Artist to continue to purchase Campaigns on the Service and obtain information related to Campaigns run on its behalf.
3.4 Additional Liability. Any acts or omissions by Client in violation of this Agreement shall be deemed a breach by Client, and Client will indemnify, defend, and hold Songtools harmless from and against all damages, liabilities, costs, and expenses incurred as the result of such violation.
4.1 Campaign Scheduling and Delivery. To the extent that the design, size, frequency, demographics, placement, positioning or any other aspects of the campaign are not specified in the package or campaign purchased by Client, Songtools will determine any of the foregoing in its sole discretion. Scheduling of delivery of any Client advertisement is subject to availability and may not be continuous. For Client campaigns where Deliverables consist of placement for a specified period of time, Songtools may deliver such Deliverables as continuous placements for that period, or some other equivalent combination of duration and rotation (e.g., 1 week of continuous exposure = 2 weeks of 50% exposure). Songtools will use commercially reasonable efforts to notify Client in advance of any inability to deliver Client advertisements in accordance with the terms of this Agreement.
4.2 Client Campaign Content. All content uploaded, distributed or provided by Client must be in compliance with the Songtools Upload Agreement, the Songtools campaign specifications and any other applicable Songtools or Third-Party Channels policies, including editorial, advertising, privacy, user experience, publicity and branding policies. All content for Client campaigns must be received via electronic file uploads through the Service. Client understands and agrees Songtools may optimize algorithmically, modify and alter the creative for any Client Uploaded Content (“Ad Optimization”). Client agrees that in connection with such Ad Optimization, Songtools may (a) rearrange Client- provided materials to create different versions of Client Ads, and (b) pause, reschedule or cancel delivery of impressions that are part of an Ad Optimization at any time. Songtools will not be required to accept changes to Client Ad content even if it has been advised of those changes by Client. Client shall not be relieved of its payment obligations for changes or an “Ad Optimization” in Client campaigns. Client will be solely responsible for all fees associated with serving any “rich media”, including but not limited to video produced by client or Artist, if applicable. If Client campaigns contain musical works, compositions or sound recordings (collectively, the "Music"), then Client agrees it has obtained all rights, licenses and permissions as may be necessary for such Music to be incorporated within Client’s campaigns. For example, ensuring that such Music can remain on the Service for unlimited time after the campaign end date.
4.3 Songtools User-Generated Content. Client acknowledges that Songtools users may use, place tracks in playlists, write reviews, comment or process content Client uploads or makes available via the Service for purposes or in ways other than Songtools or Client anticipated. Client understands and agrees that such use constitutes user-generated content for which neither Songtools nor its affiliates bear any responsibility. Client agrees that neither Songtools nor its affiliates are liable for any claims or losses based on or arising from any user-generated content, including user-generated content that makes use of Client’s content, whether on the Service or beyond. beyond.
4.4 Campaign Performance. Songtools does not guarantee the reach or performance that Client campaigns will receive, such as the number of people who will see the ads, the number of clicks the ads will get, the number of streams the song will obtain, or that content Client uploads or makes available via the Service will reach the audience targeted. Songtools cannot control how clicks are generated on Client campaigns. Songtools has systems that attempt to detect and filter certain click activity, but Songtools is not responsible for click fraud, technological issues, or other potentially invalid click activity that may affect the cost of running ads. Songtools does not guarantee perfect delivery.
4.5 Failure to Deliver and Makegoods/Remedies. If Songtools fails to deliver a campaign in accordance with the terms of this Agreement, Client’s sole and exclusive remedy shall be limited to the following, which Songtools may choose in its sole discretion: (a) a refund of the charges representing the Client campaigns that were undelivered or delivered to the wrong location, (b) placement of the Client Campaigns at a later time in a comparable position as determined by Songtools, and/or (c) an extension of the term of the campaign purchased with a refund representing any remaining undelivered Client Ads at the end of such extended term. Songtools will have no obligation to continue to deliver any such Client Ads after the term of the campaign if the campaign has been terminated by reason of Client’s breach pursuant to Section 4. Songtools will not be required to remedy under-deliveries due to delays caused by Client. Client understands that all discounts are based on Client’s commitment to fulfilling the discount criteria indicated in the campaign purchased. If, for any reason, these criteria are not satisfied at the expiration or cancellation of the campaign, Client will pay a short rate charge on all Client Ads run equal to the difference between the rate shown in the campaign and the rate earned based on the applicable rate card without consideration of any discounts.
5.1. Payment Card or Alternative Payment Method. If If Client elects to pay with a credit card, other payment card, or alternative payment method made available in the Service, Client authorizes Songtools and Songtools’ third-party payment processor (if applicable) to charge that payment method for the Charges at Songtools' convenience, including as early as at the time the order is submitted. Songtools or its third-party payment processor may run one or more payment authorization checks before the payment method is charged. Songtools may update Client’s payment information from time to time using a payment card updater. Client authorizes Songtools or its third-party payment processor, or both, to store Client’s payment information, as updated from time to time, and, if needed, to continue billing the payment method until the order for the purchased campaign has been fulfilled.
5.2. Refunds. All Sales are final and any fees paid are non-refundable. However, if Songtools cancels, at its sole discretion, a campaign before the campaign begins, Songtools will issue a full refund of payments already made for that campaign purchase. If Songtools cancels an order while that campaign is running, Songtools may provide a partial refund so that Client only pays for the time the campaign ran. Refunds may take 3-5 business days for the funds to appear in Client’s account. Client agrees that the above refund constitutes Client’s sole and exclusive remedy, and Client is responsible for, and Client’s payment method may be charged for, all fees associated with purchases already processed before cancellation.
5.3 Auto Renewing Campaigns, Memberships and Subscriptions. For automatically renewing campaigns, club memberships and/or Subscriptions, Client will be billed: (i) following submission of Client’s order; and (ii) in advance of each renewal period unless Client cancels before the next Subscription or campaign period begins. Songtools will notify Client in advance of any price changes that will take effect at the beginning of the next Subscription period. To the extent permitted by Applicable Law and in line with the authorization Client gave Songtools when Client submitted order, Client is deemed to accept the then-current price if Client does not cancel the Subscription via the Service in accordance with the cancellation policy then in effect. If Client cancels a Subscription or a membership, Client will not be refunded any amounts already paid to Songtools for that Subscription period. Client will be able to continue the order through the end of the Subscription period. If Songtools discontinues the Service for which Client has selected a Subscription, Songtools will not bill Client at the beginning of the next Subscription period.
5.4 Taxes, Levies and Past Due Amounts. Invoiced amounts and all other amounts payable by Client to Songtools are exclusive of any applicable tax, duty, levy, or other governmental charge, including but not limited to sales, use, value-added, withholding, and excise taxes (“Taxes”). Client is responsible for payment of all Taxes to the proper taxing or governmental authority. Interest will accrue on any past due amounts at the rate of the lesser of 1% per month or the lawful maximum. If Client’s payment method fails, Songtools may collect past due amounts using other collection mechanisms, and Client agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees. If Client pays any amounts due with a credit card and the issuer of the credit card seeks to recover from Songtools any amounts received by Songtools from the issuer, Client will immediately remit to Songtools all amounts necessary to comply with the issuer's request and any costs and expenses incurred by Songtools in connection therewith.
5.5 Reporting. Within 2 business days of the effective date of any campaign purchase, Songtools will notify Client (either electronically or in the Service) as to whether the Client campaigns specified in the purchase have begun delivery. Thereafter, Songtools will make available to Client the campaign performance figures obtained from the channels where the campaign is being delivered. Client understands and agrees that performance reports are for Client’s convenience only and not for any other purpose, and Songtools makes no representation or warranty as to the accuracy of, and will not be bound by any information furnished in any performance report.
Either party may terminate this Agreement at any time upon 10 days written notice to the other party if the other party materially breaches this Agreement. In addition, SongTools may suspend delivery of Client campaigns under any and all orders immediately upon written notice to Client in the event of any failure by Client to make any payment hereunder when due (and, if SongTools elects to suspend delivery of any Client campaigns, the end date specified in the applicable campaign purchase will be extended by a number of days equal to the period of suspension). Sections 3.4 (Additional Liability), 4.2 (Client Ad Content), 4.5 (Failure to Deliver and Makegoods/Remedies), 5 (Payments and Reporting), 6 (Termination), 8.4 (Persistence), 9 (Confidentiality), 10 (Representations and Indemnification), 11 (Limitation of Liability), 13 (Disputes) and 15 (General) of these Terms and Conditions, together with any accrued but unpaid payment obligations of either party, will survive any expiration or termination of this Agreement.
7.1 Service Design. Client acknowledges and agrees that Songtools is, and will at all times be, the producer and sole owner of the Service, and will be responsible for the design, layout, look-and-feel, and maintenance of any and all aspects of the Service, including with respect to the display and performance of any Client campaigns. Songtools may, in its sole discretion, add channels, redesign ads, delete or replace campaign features or other areas on which Client campaigns will be displayed, even if such redesign, deletion or replacement results in the removal of Client campaigns; provided, however, that if Client campaigns are removed or not able to be served in connection with such change to the Service, as Client’s sole and exclusive remedy, Playlister will provide Client with Client campaigns that are comparable in prominence to the affected Client campaigns.
7.2 Rejection/Removal of Client campaigns. Playlister may, in its sole discretion, reject or remove any Client campaign at any time, with or without notice, which (a) violates this Agreement, the content restrictions or any other provision of the Songtools Guidelines or (b) which Songtools otherwise determines to be inappropriate for any reason in its sole discretion, whether or not such Client campaigns were previously accepted. In such event, Songtools will notify Client of the reasons for such removal or rejection, and Client will promptly re-submit a Client campaign that addresses the issues specified by Songtools.
8.1 License to Client Materials. As per Songtools Upload Agreement, Client hereby grants to Songtools (and its affiliates) a worldwide, non-exclusive, royalty-free, fully-paid license to (a) use, reproduce, perform, display, and distribute Client Ads and any related information provided by Client in connection with, on and through the Service (“Client Materials”) and (b) alter, modify, repurpose or create derivative works of Client Materials as necessary or desirable in order to serve advertising units and newsfeed content or other content on the Service. Client Ads include any copyrighted materials, and any trademarks, service marks, logos or other source or business identifiers included therein (“Trademarks”). Except as otherwise expressly set forth in this Agreement, the licenses granted under this Section 8.1 shall be for the period of the applicable campaign.
8.2 Publicity. During and after the term of this Agreement, Songtools may use Client Campaigns, name and logo, and may reference the type of advertising and dates for the advertising campaign delivered on behalf of the Client, in a factual and non-disparaging manner, for promotional or marketing purposes. In addition, Songtools may use performance data to discuss the results related to any Ad Optimization. Songtools may also reference any information publicly available about the Client on or off the Service.
8.3 Reservation of Rights. As between Songtools and Client, Client retains all rights in and to any Client Campaigns (including all Client Trademarks and all other related intellectual property rights embodied therein), and, upon the termination of this Agreement, all rights conveyed to Songtools hereunder with respect to Client campaigns will cease and all such rights will revert to Client, except as otherwise provided herein. Client will not use, reproduce or display any Trademarks of Songtools in any manner without Songtools’s prior written consent.
8.4 Persistence. Notwithstanding anything to the contrary in this Agreement, Client acknowledges and agrees that Client campaigns and other Trademarks that are used or displayed on the Service may continue to be used and displayed on the Service, even after Client has completed the ad campaign or terminated this Agreement or the applicable order, as such Client Ads or Trademarks may have been incorporated into user profiles, news feeds or other features, and that such usage and display may continue indefinitely.
9.1 Confidential Information.
(a) “Confidential Information” means information disclosed by one party (“Discloser”) (whether verbally, in writing or otherwise, and whether of a business, technical or other nature) to the other party (“Recipient”) that has been designated as confidential or that, given the nature of the information and/or the circumstances surrounding its disclosure, should reasonably be considered confidential. Without limiting the foregoing, Confidential Information of Songtools shall include all Songtools technical specifications, Contact Information, information relating to Deliverables, and any information relating to Songtools products. Recipient shall maintain in confidence Confidential Information and not disclose Confidential Information to any third party (other than its employees, agents or contractors who have a need to know and who have agreed in writing to obligations as protective of Confidential Information as set forth herein), or use or accumulate such Confidential Information for any purpose other than performance of this Agreement, without Discloser’s prior written consent. For the avoidance of doubt, the terms of this Agreement will be deemed Confidential Information of both parties. Notwithstanding the foregoing: (i) the foregoing restrictions will not apply as to any information that was in the Recipient’s possession prior to disclosure thereof by Discloser, that is or subsequently becomes available to the general public other than through a breach by Recipient, or that is independently developed by Recipient without reference to Confidential Information; and (ii) Recipient will be permitted to disclose Confidential Information to the extent required by applicable law, regulation or legal process, provided that it provides prompt written notice to Discloser of any such disclosure and provides reasonable cooperation to the Discloser in connection with any attempt to contest or limit such disclosure.
(b) Recipient agrees and acknowledges that any breach of this Section 9 will cause irreparable harm to Discloser for which monetary damages will be inadequate. Accordingly, the aggrieved Discloser will be entitled to seek and, if granted, obtain and enforce injunctive or other equitable relief (in addition to any other remedies available to it) to remedy any threatened or actual breach of Section 8 by Recipient without the necessity of posting any bond or proving any harm or damages. In addition, Recipient agrees promptly to advise Discloser in writing of any unauthorized misappropriation, disclosure or use by any person of the Confidential Information which may come to its attention and to take all steps at its own expense reasonably requested by the Discloser to limit, stop or otherwise remedy such misappropriation, disclosure or use.
(c) Recipient's obligation under this Section 9 as to any Confidential Information will continue for 5 years after its receipt of such information. Upon the Discloser’s request, Recipient will return, or, at Discloser’s option, destroy and certify destruction of, all Confidential Information (including any summaries or analyses thereof) in the Recipient’s possession.
9.2 Feedback.
Client may from time to time provide ideas, suggestions or other feedback regarding the Service (including as to improvements or modifications thereto). Both parties agree that except as otherwise agreed by SongTools in a signed writing, such ideas, suggestions and other feedback is not Confidential Information of Client and that SongTools will be entitled to use, implement disclose and otherwise exploit such feedback in any manner, without restriction or duty to account.
9.3 Public Disclosures.
Except as permitted by Section 8.2, neither party will issue any press releases, or otherwise make any public statements or communications regarding this Agreement or the relationship of the parties without the other party’s prior written consent.
10.1 Representations and Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; (b) the execution and delivery of this Agreement, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action; and (c) its performance of this Agreement, and the other party’s exercise of its rights under this Agreement, will not result in a violation of any agreement or other obligation by which it is bound. Client further represents and warrants to Songtools that: (i) the Client campaigns shall not contain any material which violates the Songtools Guidelines or which is otherwise unlawful, defamatory or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights) or which may encourage a criminal offense or otherwise give rise to civil liability and (ii) it will comply with all applicable laws and regulations in its performance of this Agreement.
10.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. PLAYLISTER CLUB DOES NOT WARRANT THAT THE SERVICE OR ITS DELIVERY OF ADVERTISEMENTS HEREUNDER WILL BE ERROR-FREE, UNINTERRUPTED OR CONTINUOUS. WITHOUT LIMITING THE FOREGOING, (A) PLAYLISTER CLUB SHALL HAVE NO LIABILITY FOR CLICK FRAUD OR OTHER IMPROPER ACTIONS, OR FOR INVALID CLICKS OR OTHER TECHNOLOGICAL ISSUES, EACH OF MAY AFFECT THE COST OF ADVERTISING AND (B) ANY AD OPTIMIZATION WILL BE “AS IS” AND PLAYLISTER CLUB MAKES NO REPRESENTATION THAT THE AD OPTIMIZATION WILL IMPROVE THE APPLICABLE CAMPAIGN IN ANY WAY. THE FOREGOING DISCLAIMER OF WARRANTY IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER, AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER.
10.3 Indemnification. Client will indemnify and hold harmless Songtools and its affiliates, and each of their officers, directors and employees (collectively, the “Indemnified Parties”), from and against any and all expenses, damages and losses of any kind (including, without limitation, reasonable legal fees and costs) incurred by any of the Indemnified Parties arising out of or in connection with any claim by a third party (a “Third Party Claim”) against any of the Indemnified Parties resulting from: (a) any actual or alleged breach of Client’s representations or warranties under Sections 10.1; (b) any use of Contact Information in violation of Section 3.2; (c) any Client campaign or other materials provided by Client or any material to which users can link, or any products or services made available to users, through the Client Ads. Songtools will notify Client promptly of any Third Party Claim for which it seeks indemnification and will permit Client to control the defense of such Third Party Claim with counsel chosen by Client; provided, that Client will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of any Indemnified Party without Songtools’s prior written consent.
EXCEPT TO THE EXTENT ARISING OUT OF A BREACH OF CONFIDENTIALITY, PLAYLISTER CLUB WILL NOT BE LIABLE FOR LOST OF PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PLAYLISTER CLUB’S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT TO PLAYLISTER CLUB DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO CLIENT’S CLAIM.
Excluding payment obligations, neither party will be liable for any delay or default in the performance of its obligations if such delay or default is caused by conditions beyond its reasonable control, including fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures or acts of God (collectively, “Force Majeure”). If performance is delayed by more than 30 days as a result of any Force Majeure, the non-delayed party will be entitled to terminate this Agreement by written notice delivered at any time prior to the other party’s resumption of performance of this Agreement.
New York law governs and exclusive jurisdiction is in New York courts.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, AN ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. CLIENT AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CLIENT AND PLAYLISTER CLUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Except as specifically provided herein, if any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement shall remain in full force and effect. The failure by either party to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of such party to enforce such provision thereafter. Client may not assign or otherwise transfer (including by any reorganization, change of control, merger, acquisition or sale or transfer of all or part of its assets or business) Client’s rights or obligations under this Agreement including any purchase without the prior written permission of SongTools, and in no event will SongTools be obligated to serve Client campaigns for any third party. SongTools may freely assign or otherwise transfer its rights and obligations under this Agreement including any purchase, in whole or in part. Any purported assignment or other transfer in violation of this provision shall be null and void. This Agreement will be binding upon, and inure to the benefit of the parties and their permitted respective successors and assigns. Each of SongTools’ affiliates are express and intended third party beneficiaries of this Agreement and may enforce any of its terms and exercise any of the rights to the same extent as SongTools. Client and SongTools are independent contractors, and nothing in this Agreement is intended to or does create any type of joint venture, partnership or employer/employee relationship between Client and SongTools or its affiliates. Notices under this Agreement must be in writing and sent via facsimile, registered or certified mail or commercial courier to the parties at their respective addresses set forth herein, and in the case of SongTools, to the attention of its General Counsel. Whenever used in this Agreement, unless otherwise specified, the terms “includes”, “including”, “e.g.,”, “for example”, “for instance” and other similar terms are deemed to include the term “without limitation” immediately thereafter. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. This Agreement (including any purchases, agreements, policies and other documents incorporated by reference herein), constitutes the entire agreement between Client and SongTools regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement or communication between Client and SongTools, whether written or oral, including all terms and conditions on SongTools' rate cards or other published materials regarding such subject matter.
This Upload Agreement is a contract between the musician (“You”) and Pentatone Inc. d/b/a Songtools (“Songtools”). If you do not agree to the terms, do not click “Agree” and do not upload any Tracks. This Upload Agreement applies whether you upload Tracks directly through Songtools or through a Partner-branded or white-labeled experience powered by Songtools.
“Partner” means a third-party music company that resells, markets, distributes, or provides access to the Songtools platform or any portion of the Service under its own brand or in a white-labeled experience.
“Track” shall be defined as any sound recording of Your vocal and musical performances (whether performed by You alone or otherwise) of Your musical compositions uploaded by You to the Songtools platform.
“Service” shall be defined as the licensing, processing, keywording, marketing and management of your Tracks by Songtools (including Playlister Club), including through Partner-branded or white-labeled experiences powered by Songtools.
Through uploading a Track, you expressly grant to Songtools the non-exclusive worldwide right and license to make the Track available to the public by any means and media now known or later discovered or developed, including any communication to the public of the Track, by wire or wireless means including on Songtools, through Partner-branded or white-labeled experiences, and through third-party licensees, distributors, and Partners.
You expressly grant Songtools the non-exclusive right to grant limited, non-exclusive licenses to users of the Service to use the Track in worldwide commercial Internet usage and non-profit Internet streaming.
Further, any and all assets related to the Track, including photographs, artwork, videos, or any other files additionally uploaded along with the Track, shall be considered under the terms of this agreement, and in accordance with the rights granted under this Agreement.
In addition to the foregoing, You grant Songtools the right to use the Track for its own business purposes relating to the promotion of the Service. No compensation shall be due for use of the Track for such business purposes.
All rights, including title and copyright, in and to the uploaded Track will be retained by You, and no title or copyright is transferred or granted in any way to us or any 3rd party except as provided in this Upload Agreement.
Partner Access and Sharing. If you upload Tracks through a Partner-branded experience, you acknowledge that Songtools may share Track-related information with the Partner (such as track title, artist name, artwork, campaign status, distribution status, and performance metrics) as necessary to provide the Service, support users, administer the Partner relationship, prevent fraud, and improve Service performance.
You acknowledge that Songtools cannot take responsibility for the compliance of these terms by users of the Songtools platform. You also agree that Songtools shall have no liability to You or any person claiming through You for any breach by a licensee of the terms of any agreement respecting Tracks.
You grant Songtools the right to use Your name, approved likenesses and approved biographical material in connection with the distribution, exploitation, marketing and promotion of the Service and/or the Tracks.
Songtools reserves the right to delete, move, refuse to accept any Track uploaded by You that, in its sole discretion, violates or may violate this Upload Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion. Songtools shall have the right but not the obligation to correct any errors or omissions in any Track, as it may determine in its sole discretion.
Songtools has no responsibility or obligation to pay any commission, royalty, license, fee or similar payment, including the payment of performance royalties or otherwise, to any Person with respect to the Tracks.
You will create a password and account designation during the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Songtools of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Songtools cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
You agree to indemnify, defend and hold Songtools and its affiliates, and their respective directors, officers, employees, agents and licensees of Tracks harmless from and against any and all claims, liability, losses, costs and expenses incurred by any of them inconsistent with any agreement, undertaking, representation or warranty made by You in this Agreement.
8.1 You shall be entitled to terminate this Upload Agreement at any time by deleting your Tracks from the service. We may also terminate this Upload Agreement for any reason. If we terminate Your account pursuant to the terms of the Upload Agreement, such termination shall be deemed to be notice of termination of this Upload Agreement, as it pertains to Your Tracks, as well.
8.2 Upon termination we shall remove Tracks uploaded by You from the Service within 30 days of the termination of this Upload Agreement.
8.3 Notwithstanding any other provision in this Upload Agreement, the termination or expiration of this Upload Agreement shall not alter or affect the rights granted to licensees or sub-licensees by us pursuant to this Upload Agreement.
Songtools may change the terms of this Upload Agreement from time to time. Such changes shall be effective immediately and You shall be deemed to have been given notice of such changes when they are made available on the Songtools platform.
This agreement shall be solely interpreted and governed by the laws of the State of New York, United States. Any claims shall be brought solely in the Federal District Court of the Eastern District of New York and you expressly consent to the exclusive jurisdiction of the federal courts of the State of New York, United States.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THE UPLOAD AGREEMENT AND UNDERSTAND THE RIGHTS AND OBLIGATIONS SET FORTH HEREIN. BY CLICKING ON THE AGREE BUTTON AND/OR USE OF THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS UPLOAD AGREEMENT AND GRANT TO SONGTOOLS THE RIGHTS SET FORTH HEREIN.
Pentatone Inc (“Songtools,” “we,” “us,” and “our”) operates the Songtools technology platform, including our websites, applications, and any partner-branded or white-labeled experiences that provide access to our services (collectively, the “Platform”). This Privacy Policy explains how we collect, use, share, and protect your information when you access or use the Platform, whether directly through Songtools or through a third-party music company that resells or offers access to the Platform (“Partner”).
Because we want to demonstrate our commitment to your privacy, we want to notify you of: What personally identifiable information is collected through this web site. Who is collecting the information. How the information is used. With whom the information may be shared. What choices are available to you regarding collection, use and distribution of the information. The kind of security procedures that are in place to protect against the loss, misuse or alteration of information under our control; and How you can correct any inaccuracies in the information we collect.
If you have questions or concerns regarding this statement, you should contact us by email at info@songtools.io.
By using the Platform, you consent to the information collection, use, and sharing practices described in this Privacy Policy.
Songtools’ services may be offered through Partner-branded or white-labeled experiences. While a Partner may market or resell access to the Platform, Songtools operates the underlying technology and processes information collected through the Platform. We may share certain information with the Partner—such as account status, subscription information, campaign performance, and usage data—to provide the services, support the Partner relationship, prevent fraud, and improve platform performance.
We collect personal and non-personal information that you provide to us when using this website or that you provide to our Customer Service Department when communicating with us via e-mail. Personal information that you provide to us, such as your full name, street address, e-mail address, telephone number, credit card number and credit card expiration date, is collected, stored and used only for the purposes described in this Privacy Policy or as otherwise disclosed at the time we request such information from you. For example, when you open an account, connect to a third-party service (e.g. Spotify, Twitter, Facebook, etc.) or subscribe, we collect and store some or all of the personal information that you provide. This personal information is used to provide the services that you have ordered or requested, to process orders, to send order confirmations and to provide customer service. This personal information also may be used to contact you about sales, special offers and new site features, unless you have opted not to receive promotional communications in connection with this website. to receive promotional communications in connection with this website.
We also collect non-personal information about users of the website. The non-personal information we collect on this website is information that by itself cannot be used to identify or contact you, such as demographic information and other statistical data relating to the use of this website. For example, we collect artist and playlist related stats and store certain non-personal information automatically whenever you interact with this website. We also collect non-personal information regarding customer traffic patterns and site usage. This information is used to analyze and improve this website and to provide our customers with a fulfilling browsing experience.
Your IP address, browser and reference site domain name are logged every time you visit our website. This data is used strictly for the analysis of load information and maximizing the efficiency of our servers. Except as provided in this privacy policy, we will not share this data with anyone in any way.
Subject to the terms and conditions of this Privacy Policy, any communication or material you transmit or post to this website by email or otherwise, including any data, questions, comments, or suggestions (other than personally identifiable information which will be treated in accordance with this privacy policy), is and will be treated as non-confidential and non-proprietary and anything you transmit or post may be used by us and our affiliates for any purpose, including without limitation, reproduction, disclosure, transmission, publication, broadcast, and posting. We are free to use any ideas, concepts, know-how, or techniques contained in any communication or material that you send to this website for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.
Also, like many web sites, we use "cookies," which are files stored on your computer's hard drive by your browser. These cookies help us identify our account holders and optimize their user experience. They do not include any data that will identify you personally. They will, however, allow you to use some specialized features of the website. Cookies also allow us to store preferences when you leave our site (even if you log out). Most browsers accept cookies automatically but allow you to disable them if you wish.
Most browsers provide you with the option to set your browser to accept all cookies, to notify you when a cookie is issued, or to not receive cookies at any time. The last of these, of course, means that certain personalized services cannot then be provided to you and accordingly you may not be able to take full advantage of all the features on our website.
We may use third-party advertising companies to provide us with data collection and reporting services regarding our guests' activities on our website, tracking and measuring performance of our marketing efforts and your response to our marketing efforts, and the delivery of relevant marketing messages. These companies may employ cookies and action tags (also known as single pixel gifs or web beacons) to measure advertising effectiveness and may receive information about your browsing and buying activity on our website. Web beacons enable us to recognize a browser's cookie when a browser visits our website and to learn which banner ads bring users to our website. In addition, we and our third-party service providers may use cookies to manage and track the performance of our advertisements displayed on other websites across the Internet.
Targeted advertising (also known as online behavioral advertising) uses information collected on an individual's web browsing behavior, such as the pages they have visited or the searches they have made. This information is then used to select which of our advertisements should be displayed to a particular individual on websites other than this website. The information collected is only linked to an anonymous cookie ID (alphanumeric number); it does not include any information that could be linked back to a particular person, such as their name, address or credit card number. The information used for targeted advertising either comes from us or through third party website publishers.
Some functionality in our website links to third party web sites. Any data provided through this functionality is not governed by this Privacy Policy. The privacy policy of the third party web site governs the information collection and dissemination practices occurring on such web site.
If you have accessed this website through a link from certain of our advertising and marketing partners, our website may include a frame of the applicable advertising and marketing partner. The information you provide to us through these framed web pages is collected by us and its use is governed by this Privacy Policy.
When you order from our website, we need your name, email address, shipping address, phone number and credit card number/expiration date. We use this data to process your order and send you order confirmations via email. Except as provided in this Privacy Policy, we will not sell, rent, or disclose this data to any third party without your consent. (However, we will cooperate fully should a situation arise where we are required by law or requested by a law enforcement agency to provide information about a customer.)
From time to time, we use the purchases you make to customize our product recommendations. We also track customer traffic patterns and site usage. Traffic and usage data is used only to improve our website's design and provide our customers with a fulfilling shopping experience.
We require your name, email address to open an account for you or subscribe to the service. Except as provided in this Privacy Policy, this account data is never shared with anyone in any way without your consent. (However, we will cooperate fully should a situation arise where we are required by law or requested by a law enforcement agency to provide information about a customer.)
Songtools is the merchant of record for all purchases made through the Platform. Payment information is collected and processed securely by Songtools or its authorized payment processors. Charges may appear as Songtools or Playlister Club on billing statements.
You can correct your account data by clicking on "Settings" or you have the right to request that Our Company erase your personal data, under certain conditions. If you have any questions or concerns about correcting, updating or deleting your Account, please contact our Customer Service Department at info@songtools.io. If you make a request, we will process it you as soon as possible but no later than 30 days.
From time to time, we will contact you about sales, special offers and new site blogs, articles and features if you agreed to be included in our email lists when you completed a purchase transaction with us. To customize the information you want to receive from us, simply sign on and select the specific information you wish to receive. To cancel our free emails, click the "If you no longer wish to receive our email updates, please click here" link at the bottom of any promotional email we send you. You can also send an email to info@songtools.io and inform us that you want to unsubscribe to our email list.
It is our policy not to solicit any personally identifiable information from children under the age of 13. If we determine that a person is under the age of 13, based on the information provided during the registration process, that person will not be permitted to register online for our services, contests or offers in accordance with the Children's Online Privacy Protection Act of 2000. Any personally identifiable information that the child may have attempted to enter during the registration process will not be collected or maintained by us. Children who indicate that they are under 13 years old will not be able to make credit card purchases or participate in interactive features that involve the collection and retention of personal information. We work with (and may provide links to) third party sites that offer features described on our site. Such third parties may permit children under the age of 13 to register for these features on their sites in accordance with their respective privacy policies. For more information, please review the privacy policies of each respective third party site. In the event that we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at info@songtools.io. We recommend that minors over the age of 13 ask their parents for permission before sending any information about themselves to anyone over the Internet. We do not knowingly obtain, retain or use information from anyone who indicates that they are under 13 years old.
Whenever we run a contest, raffles or sweepstakes relating to our website, it will be accompanied with the rules of the contest/sweepstakes. We will also describe how the information gathered from you for entry into the contest/raffles/sweepstakes will be used. Additionally, we will post if this information will be shared with anyone in addition to those persons and entities provided for in this Privacy Policy, such as a third party sponsoring or managing the contest/raffles/sweepstakes.
You can use this form to give us any input which we will use to improve our site. The only required data is your name and email address. The remainder of the data is optional. We only use this data to make improvements on our website. Except as provided in this Privacy Policy, this data is not shared with anyone in any way.
We use Secure Socket Layer (SSL) encryption technology to protect your personal information. Existing account holders are prompted for their user name, email address and password. This password is for your protection. If you don't have your password, there is a link that reads "Forgot your password?" Click on this for instructions on how to get your password.
If we are going to use your personally identifiable information in a manner different from that stated at the time of collection, we will notify you via email. You will have a choice as to whether or not we use your information in this different manner. In addition, if we make any material changes in our privacy practices that do not affect user information already stored in our database, we will post a prominent notice on the website notifying users of the change. In some cases where we post the notice, we will also email users who have opted to receive communications from us, notifying them of the changes in our privacy practices.
We'll be happy to provide additional information or answer any questions regarding this privacy policy. Please write to info@songtools.io and we will contact you as soon as possible but no later than 30 days.