CONNECT Songs Terms and Conditions

Revised as of November 16, 2015

THE WEBSITE CONNECTSONGS.COM (THE “SITE”) AND RELATED PLATFORMS, APPLICATIONS, PRODUCTS, SERVICES, AND PROGRAMS AVAILABLE ON OR FROM THE SITE (THE “SERVICES”) ARE OWNED BY CONNECT SONGS AND OPERATED BY SENTRIC MUSIC LIMITED (TOGETHER WITH THEIR AFFILIATES, SUCCESSORS, AND ASSIGNS HEREINAFTER REFERRED TO AS “OUR”, “WE,” OR “US”).

BY ACCESSING AND USING THE SITE AND THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, THE PUBLISHING ADMINISTRATION AGREEMENT YOU EXECUTED IN CONJUNCTION WITH YOUR USE OF THE SERVICES, AND OUR PRIVACY POLICY (ALL OF WHICH ARE INCORPORATED HEREIN AND COLLECTIVELY REFERRED TO AS THE “TERMS AND CONDITIONS”, WHICH SET FORTH THE ENTIRE AGREEMENT PERTAINING TO YOUR USE OF THE SITE AND SERVICES, AND SUPERSEDE ALL PRIOR VERSIONS OF THE TERMS AND CONDITIONS).IN THE EVENT THE PUBLISHING ADMINISTRATION AGREEMENT YOU EXECUTED IN CONJUNCTION WITH YOUR USE OF THE SERVICES CONFLICTS WITH THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY, THE TERMS OF THE PUBLISHING ADMINISTRATION AGREEMENT SHALL CONTROL.

THESE TERMS AND CONDITIONS ARE LEGALLY BINDING AGREEMENTS.  IF YOU USE THE SITE AND THE SERVICES ACTING AS THE REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, COMPANY, OR ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH INDIVIDUAL OR ENTITY AND YOU GUARANTEE COMPLIANCE BY SUCH INDIVIDUAL OR ENTITY WITH THESE TERMS AND CONDITIONS.

WE RESERVE THE SOLE RIGHT AT ANY TIME TO MODIFY, DISCONTINUE, OR TERMINATE ANY SERVICE OR THE SITE, OR CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS AND CONDITIONS WITHOUT NOTICE.  WE WILL POST CHANGES TO THESE TERMS AND CONDITIONS, IF ANY, TO THE SITE. IT IS YOUR RESPONSIBILITY TO CHECK THE SITE PERIODICALLY FOR CHANGES.  YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SITE OR SERVICES.

1. USE OF SITE AND SERVICES:

(a)            Age Restriction.  The Site and Services are intended for use by persons 18 years of age or older.  The Site and Services are not intended for children under the age of 13. Children under the age 18 but at least 13 years of age may use the Site and Services only with the verifiable consent of a parent or legal guardian who has agreed to be bound by these Terms and Conditions.

(b)            Site Content Ownership.  All materials and content on the Site and Services, (collectively, the “Site Content”) are the proprietary property of us, including respective copyrights, logos, slogans, trademarks, and service marks.

(c)             Site and Services Use License.  Subject to these Terms and Conditions and only to the extent expressly permitted by the functionality of the Site and Services, you are granted a limited, non-exclusive, revocable, non-assignable, and non-transferable right to use the Site and Services and access and interact with Site Content.  Except with respect to your use of certain Services in accordance with these Terms and Conditions that provide for or facilitate commercial activities, you understand that the Site and Site Content is for your personal use only. Except as expressly permitted by these Terms and Conditions:  (i) no Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, sold, or otherwise used in any form or by any means, in whole or in part, and (ii) nothing herein should be construed as granting any license or right to use any Site Content, including trademarks, service marks, logos, slogans or taglines of us or third parties, or any software or code relating to the Site or Services.

2. REGISTRATION:

(a)            In order to use certain parts of the Site and Services, you must register as a user and create an account on the Site.  As part of the registration process, you will provide a username, password, email address, and other information and materials (the “Registration Information”) for your Site account.  We may accept or reject your user registration in our sole discretion.

(b)            You alone are responsible for maintaining the security of your Registration Information and for all uses of the Site and Services in the name of your account. Upon registration, you will have an “Account” page on the Site where you can manage your use of the Site and Services.

(c)             You represent and warrant that all Registration Information will be true, accurate, complete, and current and that you will promptly update your Registration Information as necessary such that it is, at all times, true, accurate, complete, and current. We may use all Registration Information in accordance with our Privacy Policy.

(d)            You are responsible for maintaining access to the email address associated with your account. We are unable to restore access to your account if you lose access to the email address associated with the account.

(e)            You are responsible for keeping your account active.  If a user does not log in to an account for an extended period from the date of the last log in, the account may be considered inactive.  Inactive accounts may be permanently removed without notice.

3. MATERIAL SUBMITTED BY YOU:

(a)            User Submitted Material. 

                                (i)         You are solely responsible for all materials and content that are submitted by you or through your account, or in connection with any Service, including without limitation, music, sound recordings, musical works, compositions, names, likenesses, copyrights, trademarks, service marks, biographical information, your Registration Information, and any other information or materials (“User Content”).

                              (ii)         By submitting User Content to the Site or in connection with any Service, you automatically grant to us a non-exclusive, transferable, royalty free, license throughout the universe, and in any manner and media now known or hereafter developed, to host, distribute, transmit, stream, publicly perform, display, promote, advertise, and market all or any portion of the User Content, and to grant and authorize sublicenses of the foregoing, in connection with the Site and Services and the functionality thereof; provided, however, we will not sell or otherwise commercially distribute for a fee User Content except in connection with your express use of a Service that provides such functionality. Except as may be specifically provided in connection with any particular Service, we and our sublicensees have no obligation to pay you or anyone else any amounts, including record or publishing royalties, performance fees, license fees, or union, guild, or collective bargaining fees, for the uses of your User Content as authorized in these Terms and Conditions.

                             (iii)         We are not responsible for any User Content that may be lost or unrecoverable through your use of the Site or Services, and you are encouraged to archive your User Content regularly and frequently.

                             (iv)         You must submit User Content to the Site and Services in compliance with our submission specifications. Our submission specifications are available on the Site.  We reserve the right to refuse to accept and/or cause the removal of any User Content for any reason and at our sole discretion and without notice to you.

                               (v)         As between you and us, and subject to our rights in these Terms and Conditions, you shall retain all rights in the User Content and nothing in these Terms and Conditions shall constitute a transfer to us of ownership of any User Content.

                             (vi)         You hereby acknowledge and agree that we may, at our sole discretion, disclose User Content in order to: (A) comply with law enforcement, court orders, or the legal process; (B) protect the rights and safety of individuals; or (C) settle disputes over intellectual property ownership. You understand and agree that in connection with the rights granted herein, we have the right, but no obligation, to remove, monitor, market, promote, advertise, or otherwise use your User Content.

4. User Representations and Warranties.

You agree that you will not use the Site or Services in any manner that is abusive, fraudulent, or unlawful, that infringes the copyright, trademark, or other intellectual property rights of any person or entity, that is inconsistent with these Terms and Conditions, or that could damage, disable, overburden or impair the Site or Services, in each case as determined in our sole discretion. Without limitation, you agree, represent, and warrant that:

(a)            You will use the Site and Services in compliance with all applicable laws and policies;

(b)            You will not use the Site or Services to infringe the copyright, trademark, or other intellectual property rights of any person or entity;

(c)             You own or control all necessary rights in and to the User Content, and you have the full right and authority to grant the rights, licenses, and permissions in these Terms and Conditions;

(d)            The exercise of the rights granted by you herein shall not violate any laws or otherwise infringe upon the rights of any person or entity, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful materials;

(e)            To the extent you do not own any underlying musical compositions, sound recordings, samples, publicity rights, or other materials or content in your User Content, it is your obligation to secure all appropriate permissions, clearances, licenses, or other authorizations and agreements, and, as applicable, to pay directly all third-party fees and/or royalties as may be required, and at our request you shall provide us with confirmation of such authorizations and payments.

(f)              You will not use automated scripts to collect information from, access, or otherwise interact with the Site;

(g)             You will not upload, post, email, transmit or otherwise make available any content that we deem to be harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;

(h)            You will not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(i)              You will not impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;

(j)              You will not upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(k)             You will not use or attempt to use another user's account without authorization from us or create a false identity using the Site or Services;

(l)              You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through, the Site or Services or any software, documentation, or data related to the Site or Services;

(m)           You will not remove any proprietary notices or labels from the Site or Services or modify, translate, or create derivative works based on the Site or Services.

(n)            You will not use the Site or Services to solicit, advertise, provide, sell, or offer, any third party sites or services, or similar or competing products or services; and

(o)            You will not solicit Site users to register or sign up with another website, platform, or other service or entity.

5. TERMINATION

(a)            We may cancel your user registration and terminate your use of the Site or Services at any time with or without cause, in our sole discretion, and with or without notice, including for your breach of your representations, warranties, and covenants in these Terms and Conditions; provided, however, that we have no obligation to monitor your use of the Site or Services.

(b)            We may delete any of your User Content, information, or other data from the Site or Services at any time, and we have no obligation to maintain copies of any deleted information.

6. DMCA COPYRIGHT NOTICE AND REPEAT INFRINGER POLICY:

(a)            If you are a copyright holder who believes that any of the materials on the Site infringe your work, you should notify us promptly.  Upon our receipt of notice reporting alleged copyright infringement, and which complies with the requirements set forth in the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to remove, or disable access to, the material in accordance with the DMCA.

(b)            Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the Designated Agent for this Site.  Contact information for the Designated Agent may be found at the U.S. Copyright Office’s Directory of Service Provider Agents for Notification of Claims of Infringement, and is provided below:

SENTRIC MUSIC LIMITED
Attn: Legal Department – DMCA Agent
1st Floor
29 Parliament Street
Liverpool
L8 5RN
United Kingdom

(c)             Please be advised that we may provide an alleged infringer with any notice of claimed infringement, including notices of claimed infringement submitted by you and any communications related thereto. We may also provide any counter notifications received and communication related thereto, to the provider of the original notice of claimed infringement.

(d)            Without limiting our termination rights, if you engage in “repeat infringement” we may terminate your registration and Site account without notice, and you will no longer be permitted access to the Site or the Services.  “Repeat infringement” shall be defined as two (2) or more instances, as determined by us in our reasonable discretion, where you have infringed the copyright rights of another person.

(e)            In the event a user’s materials are removed due to a DMCA notice and then subsequently restored in accordance with the DMCA, we will treat the underlying DMCA notice as withdrawn.

(f)              We reserve the right to terminate Site accounts that are the subject of fewer than two (2) instances of infringement of the copyright rights of another person in appropriate circumstances, such as when the user has a history of violating or willfully disregarding the Terms and Conditions.

7. INDEMNIFICATION

You agree to fully indemnify and hold us and our subsidiaries, affiliates, directors, officers, agents, contractors, partners, affiliates, employees, contractors, co-branders, advertisers, and other partners (collectively, the “Related Parties”) harmless, and upon our request, defend us and/or the Related Parties, from and against any and all losses, liabilities, damages, claims, costs, expenses, or demands (including reasonable attorneys' fees and costs), due to or arising out of (i) your use of the Site or Services; (ii) your violation or breach of any representation, warranties or other terms in  these Terms and Conditions; (iii) your violation of any rights of any third party; and (iv) any dispute between you and any other user of the Site or Services. Without limitation, you agree to reimburse us and our Related Parties on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section. We shall promptly notify you of any such claim, and you may assume control of the defense of such claim with counsel subject to our reasonable approval, provided that you obtain and post an appropriate bond for our benefit, and we shall have the right in all events to participate in the defense thereof.  If a claim is made we will have the right to withhold payment of any monies due you in an amount reasonably related to the claim and potential expenses. Your sole remedy as a result of any breach or alleged breach by us of these Terms and Conditions or other applicable terms and conditions or agreements is limited to your ability to discontinue use of the Site and your ability to terminate your participation in any Services in accordance with the terms thereof.

8. LIMITATIONS AND DISCLAIMERS

: THE SITE, THE SERVICES, AND THE CONTENT THEREON ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES.  Without limiting the foregoing:

(a)            We and the Related Parties are not responsible for any incorrect or inaccurate information in the Site Content.  We are not responsible for the conduct, whether online or offline, of any user of the Site. Inclusion of any Site Content, including links to other websites, does not imply approval or endorsement of the Site Content by us.

(b)            You understand the speculative nature of the music industry, and we make no guarantees whatsoever with respect to the marketing, promotion, acceptance, development, or popularity of you, your band, your music, or otherwise in connection with your use of the Site or Services; and we further make no guarantees whatsoever that any materials you submit to our Site, including your music, will achieve any results or otherwise used by any third party.

(c)             The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We are not responsible 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, the Site or the Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site or blocking from the destination mail servers, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Services, the Site, or any Site Content.

(d)            By using the Site and/or Services, you hereby release us and the Related Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to your use of the Site and/or Services. If you are a California resident, you represent that you are familiar with Section 1542 of the California Civil Code and you hereby waive and relinquish any right and benefit to which you may have under Section 1542 to the full extent that you may lawfully do so in connection with the subject matter hereof.  Section 1542 states:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

(e)            IN NO EVENT WILL WE AND THE RELATED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(f)              NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL THE AGGREGATE OF OUR AND THE RELATED PARTIES’ LIABILITY TO YOU FOR ANY CAUSE, LOSS, COST, DAMAGE, OR CLAIM WHATSOEVER, INCLUDING ATTORNEYS’ FEES AND COSTS AND EXPERT WITNESS FEES AND COSTS, AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES FOR THE PRECEDING THREE (3) MONTHS; AND (B) TWO HUNDRED FIFTY DOLLARS ($250.00 U.S.). YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THESE TERMS AND CONDITIONS.

9. GOVERNING LAW:

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Those who use the Site or Services from other jurisdictions do so at their own volition and are responsible for compliance with local laws.  In the event of any dispute or claim arising out of, or in connection with, these Terms and Conditions it is agreed that the courts of North Carolina shall have exclusive jurisdiction thereof.  You consent to personal jurisdiction and venue in the state and Federal courts of Durham County and Wake County, North Carolina. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by facsimile or by first class mail, and shall be deemed effectively given upon receipt.

10. MISCELLANEOUS

If any provision of these Terms and Conditions is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of these Terms and Conditions shall continue in full force and effect. Nothing in these Terms and Conditions shall be deemed to confer any third-party rights or benefits. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms and Conditions, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise.

11. NOTICES:

All notices required by these Terms and Conditions shall be in writing and shall be sent (i) by you via the Site, (ii) by us via email to your email address of record; and notice shall be effective on the date it is officially recorded as delivered.

© 2015 by CONNECT Songs