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
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.
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.
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
4. Fees, Prices, Sales and Payments.
4.1 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.
4.2 You agree to use Paypal to collect funds from your sales. You acknowledge that Songstall is under no obligation to supply funds through any other method. In the event that you are unable or unwilling to use Paypal to collect your funds, Songstall shall, at its sole discretion, decide how to proceed. This may include forfeit of your funds in their entirety, or the deduction of any costs incurred by Songstall in the pursuit of an alternative method.
4.3 Any sales which are deemed to be suspicious in any way will be placed under an extended clearing period. Such a determination is made at Songstall’s sole discretion. Songstall reserves the right not to release funds for withdrawal indefinitely, until Songstall is entirely satisfied that the sales were legitimate and in no way fraudulent. This refers both to the legitimacy of the items on sale by the Artist, and the means used by the Customer to make the purchase.
4.4 All items for sale on Songstall must be priced in such a way that reflects the value of the item. The use of pricing as a method of simply transferring funds is strictly prohibited, and Songstall reserves the right to terminate any account which sets prices that, in the sole opinion of Songstall, do not reflect the value of the items. In such circumstances, the Artist will forfeit all funds in their account, and any unused portion of Premium Account subscriptions.
4.5 Premium accounts are purchased for a period of one year, and are to be paid in advance of this period commencing. Artists purchasing Premium Accounts acknowledge that they are entering into a contract for a period of one year, and acknowledge that they have no entitlement to cancel the agreement early.
4.6 Songstall reserves the right not to offer refunds on Premium Accounts, and any refunds given will be at Songstall's sole discretion.
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
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
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
9.24 The Songstall system must be used only as an audio sales system, and any usage for other purposes is not permitted. Songstall reserves the right to terminate any account that is being used for any other purposes. Such a determination is made at Songstall’s sole discretion. In such circumstances, the Artist will forfeit all funds in their account, and any unused portion of Premium Account subscriptions.
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.
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.
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.
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.
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.