Terms & Conditions
This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Songstall System. By using the Songstall System, you agree to be bound by this Agreement. You are only authorized to use the Songstall System (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement carefully and save it. If you do not agree to be bound by the Agreement in its entirety and without exception, you should leave the Songstall System and discontinue use of the Songstall System immediately. If you wish to register as an Artist (to sell music online) or as a Customer (to purchase music online), and make use of the Songstall System, you must read this Agreement and indicate your acceptance during the Registration process. This Agreement is also applicable to all Users, and use of the Songstall System is, in all cases, taken as acceptance of this Agreement.
Songstall may modify this Agreement periodically and without notice. If you continue to use the Songstall System, this signifies your acceptance of any amendments to this Agreement.
Songstall reserves the right, in its sole discretion, to reject or remove anything uploaded by you, or to restrict or terminate your access to the Songstall System at any time, for any or no reason, with or without prior notice or explanation, and without liability. Songstall expressly reserves the right to remove your account or deny or terminate your access to all or any part of the Songstall System if Songstall determines, in its sole discretion, that you have violated this Agreement or are violating any applicable law.
1. Definition of Terms:
Songstall: This refers to the Songstall partnership, the exclusive owners and operators of the Songstall System.
Artist: This is any person who signs up to the Songstall System and opens an Artist account. This includes, but is not limited to, anyone opening an Artist account via the Songstall System, anyone uploading any content to the Songstall System, or anyone using the Songstall System in any way with the intention of selling music via the Songstall System.
Customer: This is any person who signs up to the Songstall System and opens a Customer Account, regardless of their intentions in doing so. This includes, but is not limited to, anyone opening a Customer account via the Songstall System and anyone intending to purchase music via the Songstall System.
User: This covers both Artists and Customers and any person who uses the Songstall System in any way other than those uses covered by the definitions of an "Artist" or a "Customer". This includes, but is not limited to, anyone visiting the Songstall System for any amount of time, anyone listening to samples on the Songstall System, and anyone browsing any content on the Songstall System.
Content: This refers to anything uploaded to the Songstall System by Users or by Songstall. This includes, but is not limited to, audio files (including MP3 files), text, images, videos or any code.
Songstall System: This refers to all online aspects of Songstall, whether accessed via the Songstall website, or via a link from elsewhere on the internet. This includes, but is not limited to, the Songstall.com and Songstall.co.uk websites, the database, the online music delivery system, the payment system, Artist Profiles, Artist account pages or Customer account pages.
Use: "Use" of the Songstall System is defined as any activity, active or passive, on the Songstall System. This includes, but is not limited to, browsing pages from the Songstall System, looking at Artist profiles, listening to audio samples, looking at images, creating Artist or Customer accounts, and uploading content or purchasing music.
Artist Profile: This refers to any content uploaded by a specific Artist, regardless of the page on which it appears. This may be on the Artist's own profile pages, or from elsewhere within the Songstall System, whether accessed via the Songstall.com or Songstall.co.uk websites or from links elsewhere.
Account: This refers to both Artist and Customer accounts, regardless of the reasons for which they were opened.
2. Eligibility.
By using the Songstall System, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Songstall System does not violate any applicable law or regulation. Your profile may be deleted and your account may be terminated without warning, if we believe that your registration information is in any way inaccurate.
3. Term.
You may terminate your Account at any time, for any reason. Songstall may terminate your Account at any time, for any or no reason, with or without prior notice or explanation, and without liability. Any content uploaded by Artists will be available on the Songstall System for an indefinite period, decided at Songstall's sole discretion, or until an Artist closes their account or otherwise requests the removal of the content. Content already paid for by customers, including music purchased by customers, will be available for download by those customers for an indefinite period decided at Songstall's sole discretion, regardless of the status of the Artist's account and regardless of the Artist's wishes.
4. Fees.
You acknowledge that Songstall reserves the right to charge for any portion of the Songstall System and to change its fees from time to time in its discretion. If Songstall terminates your Account because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments. You agree to be bound by the Songstall Pricing and Payment policy, and agree that Songstall reserves the right to deduct any money owed prior to forwarding funds to you.
5. Password.
When you sign up to become an Artist or a Customer, you will also be asked to choose a password. You are entirely responsible for the confidentiality of your password. You agree not to use the account, username, or password of another Artist or Customer at any time or to disclose your password to any third party. You agree to notify Songstall immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
6. Continuity of Business.
Songstall will not be liable in any way for loss of revenue resulting from technical outages, or your account being unavailable for any reason whatsoever. Songstall reserves the right to take the system offline for any period without explanation, prior notice or liability.
7. Proprietary Rights in Content on Songstall.
7.1. Songstall does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post on or through the Songstall System. This includes any abbreviated audio samples generated by the Songstall System based on your Content. After posting your Content to the Songstall System, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting" or "uploading") any Content on or through the Songstall System, you hereby grant to Songstall a limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the Songstall System, including without limitation distributing part or all of the Songstall System in any media formats and through any media channels. This limited license does not grant Songstall the right to sell or otherwise distribute your Content outside of the Songstall System. After you remove your Content from the Songstall System we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate.
7.2. The license you grant to Songstall is non-exclusive (meaning you are free to license your Content to anyone else in addition to Songstall), fully-paid and royalty-free (meaning that Songstall is not required to pay you for the use on the Songstall System of the Content that you post), sublicensable (so that Songstall is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Songstall System), and worldwide (because the Internet and the Songstall System are global in reach).
7.3. You represent, warrant and covenant that: (i) you own the Content posted by you on or through the Songstall System or otherwise have the right to grant the license set forth in this Section 7, and (ii) the posting of your Content on or through the Songstall System does not violate any applicable laws, including but not limited to the privacy rights, publicity rights, intellectual property rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any Content posted by you on or through the Songstall System. You affirm that Songstall will not be liable in any way, financially or otherwise for any Content uploaded by you.
7.4. The Songstall System contains Content of Artists and other Songstall licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Songstall System.
7.5. If it is decided, at Songstall's sole discretion, that you have violated the terms of this agreement, especially with regard to the ownership of content, you instantly forfeit all monies owed to you by Songstall.
7.6. Users acknowledge that Artists have in no way waived their rights to their intellectual property, and further acknowledge that all content on the Songstall System is owned by those that uploaded it.
7.7. Users who download content must abide by all applicable copyright laws, and must not distribute that content in any way without the express permission of the copyright owner. This includes, but is not limited to, Customers purchasing music or Users accessing the abbreviated audio samples on the Songstall System. Songstall in no way accepts liability for any actions of infringement on the part of Users.
8. Content Posted.
8.1. Songstall may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Songstall violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Songstall assumes no responsibility for monitoring the Songstall System for inappropriate Content or conduct. If at any time Songstall chooses, in its sole discretion, to monitor the Songstall System, Songstall nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the Artist submitting any such Content.
8.2. You are solely responsible for the Content that you post on or through any of the Songstall System.
8.3. You are solely responsible for ensuring that all Content that you post on or through any of the Songstall System conforms to all applicable data protection and privacy laws, including ensuring that you have obtained the prior consent of any and all individuals whose personal information you use and/or disclose on or through Songstall.
8.4. Songstall reserves the right to change the layout, styles, colours and fonts on Artists profiles, as well as any aspects of the Songstall System that are not editable by Artists, including layout and design, or the addition of third party advertising, without notice or explanation.
9. Content/Activity Prohibited.
The following are examples of the kind of Content that is illegal or prohibited to post on or through the Songstall System. Songstall reserves the right to investigate and take appropriate legal action against anyone who, in Songstall's sole discretion, violates this provision, including without limitation, removing the offending Content from the Songstall System and terminating the Account of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Songstall:
9.1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
9.2. harasses or advocates harassment of another person;
9.3. exploits people in a sexual or violent manner;
9.4. contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;
9.5. publicly posts information that poses or creates a privacy or security risk to any person;
9.6. constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
9.7. constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated materials or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
9.8. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
9.9. includes a photograph or video of another person that you have posted without that person's consent;
9.10. uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the Artist profile;
9.11. violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; or
9.12. promotes propaganda and/or symbols of organizations which are unconstitutional or illegal both in your country or under UK or EC law.
The following are examples of the kind of activity that is illegal or prohibited on the Songstall System and through your use of the Songstall System. Songstall reserves the right to investigate and take appropriate legal action against anyone who, in Songstall's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
9.13. criminal or tortious activity, including child pornography, corruption of minors, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, intellectual property rights (including but not limited to copyright, trademark and patent infringement), or theft of trade or industrial secrets;
9.14. circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Songstall System;
9.15. activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
9.16. covering or obscuring the banner advertisements on your Artist profile page, or any Songstall page via HTML/CSS/Javascript or any other means;
9.17. any automated use of the system, including but not limited to, using scripts to create accounts, upload content or send comments or messages;
9.18. interfering with, disrupting, or creating an undue burden on the Songstall System or the networks or services connected to the Songstall System;
9.19. impersonating or attempting to impersonate another Artist, person or entity;
9.20. using the account, username, or password of another Artist or Customer at any time or disclosing your password to any third party or permitting any third party to access your account;
9.21. selling or otherwise transferring your Account;
9.22. using any information obtained from the Songstall System in order to harass, abuse, or harm another person or entity, or attempting to do the same;
9.23. using the Songstall System in a manner inconsistent with any and all applicable laws and regulations.
10. Protecting Copyrights and Other Intellectual Property.
Songstall respects the intellectual property of others, and requires that our Artists and Customers do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Songstall has the right to terminate the Accounts of infringers.
If you believe your work has been copied and posted on or through the Songstall System in a way that constitutes copyright infringement, then contact us, supplying the following information:
(a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
(b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Songstall System (providing the URL(s) of the claimed infringing material satisfies this requirement);
(c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
(d) 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;
(e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
(f) your physical or electronic signature.
11. Disclaimers.
Songstall is not responsible for and makes no warranties, express or implied, as to the Artist Content or the accuracy and reliability of the Artist Content posted on or through the Songstall System, whether caused by Users of the Songstall System or by any of the equipment or programming associated with or utilized in the Songstall System and such Artist Content does not necessarily reflect the opinions or policies of Songstall. Profiles created and posted by Artists on the Songstall System may contain links to other websites. Songstall is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Songstall. Inclusion of any linked website on the Songstall System does not imply approval or endorsement of the linked website by Songstall. When you access these third-party sites, you do so at your own risk. Songstall takes no responsibility for third party advertisements that are posted on or through the Songstall System, nor does it take any responsibility for the goods or services provided by its advertisers. Songstall is not responsible for the conduct, whether online or offline, of any User of the Songstall System. Songstall assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Customer or Artist communication. Songstall is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Songstall System or combination thereof, including any injury or damage to Customers or to any person's computer related to or resulting from participation or downloading materials in connection with the Songstall System. Under no circumstances shall Songstall be responsible for any loss or damage, including personal injury or death, resulting from use of the Songstall System from any Artist Content posted on or through the Songstall System, or from the conduct of any Users of the Songstall System, whether online or offline. The Songstall System is provided "AS-IS" and as available and Songstall expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Songstall cannot guarantee and does not promise any specific results from use of the Songstall System.
12. Limitation on Liability.
IN NO EVENT SHALL SONGSTALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SONGSTALL SYSTEM, EVEN IF SONGSTALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Disputes.
The Agreement shall be governed by, and construed in accordance with, the laws of the United Kingdom, without regard to its conflict of law provisions. You and Songstall agree to submit to the exclusive jurisdiction of the courts located within the United Kingdom to resolve any dispute arising out of the Agreement or the Songstall System. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
14. Indemnity.
You agree to indemnify and hold Songstall, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Songstall System in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the Songstall System causes Songstall to be liable to another.
15. Other.
This Agreement is accepted upon your use of the Songstall System and is further affirmed by you becoming an Artist or a Customer. This Agreement constitutes the entire agreement between you and Songstall regarding the use of the Songstall System. The failure of Songstall to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Please contact us with any questions regarding this Agreement.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.