Terms And Conditions
Last updated: 20th November 2021
These Terms and Conditions (“Terms”, “Terms of Service”, “Term and Condition”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and SongChecks Inc. ( “Songchecks”, “Company”, “we,” “us” or “our”), concerning your access to and use of the songchecks.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”, “Service”, “Website”).
Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here: www.songchecks.com/privacy-policy
You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions and Privacy Policy agreements (“Agreements”). If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.
We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
ACCEPTANCE
1.1 By accessing the Website, you accept to be bound by these Terms in full and to comply with all applicable laws. Should you disagree with these Terms or any part thereof, you may not access the Website. As such your continued use of the Web and/or Services shall be deemed as your acceptance of these Terms.
2. ELIGIBILITY
2.1 You are at least 18 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms and Conditions prior to you using the Site.
2.2 You use the Website and Services according to these Terms and all applicable laws and regulations determined by the country of residence.
2.3 You agree and understand that we may, at any time, and without prior notice, revoke and/or cancel your access if you fail to meet these criteria or violate any portion of these Terms.
3. USE OF WEBSITE
3.1 You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of any third party or violate the privacy or other personal rights of third parties; or (iii) that is defamatory, obscene, threatening, abusive or hateful.
3.2 When accessing the Website, you shall be prohibited from:
using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website;
using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website;
taking any action that imposes an unreasonable or disproportionately large data load on the Website infrastructure;
copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website without the our prior written consent;
reverse assembling, reverse engineering or otherwise attempting to discover any source code relating to the Website or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; and
attempting to access any area of the Website to which access is not authorised.
4. ABOUT US
4.1 Songchecks is an intermediary service that provides personal feedback to music creators on how to improve your song or mix (the “Product”) from leading producers, mixing and mastering engineers.
4.2 Songchecks shall make every effort to ensure that all Services are continually available to you. The availability of Songchecks is, however, also dependent on factors beyond Company’s control including, but not limited to, (i) any downtime of any applicable payments systems operator or issuer, (ii) Songchecks being in good working condition, (iii) the availability and performance of our Service
4.3 Will always endeavor to get your song or mix feedback to you within (7) seven days of payment, but in some cases it may take a little longer if the producer, mix or mastering engineers are busy in the studio. If it takes longer than (7) seven days to receive the email with your feedback attached, we apologize in advance. Please contact us at hello@songchecks.com if you cannot wait more than (7) seven days for your feedback to to be sent to you.
4.4 You may not credit, list or name any producer, mixer or mastering engineer on Songchecks that provides feedback on the song you submit (the “Product”) through the SongChecks website as having any role or involvement whatsoever in the production, writing, mixing or mastering of that song.
4.5 Periodically, Songchecks will offer a choice of free plugin giveaways for orders placed through the SongChecks website. These giveaways are only valid while there is available inventory of these plugins and may cease to be offered at any time.
5. INTERMEDIARY SERVICE
5.1 Songchecks is exclusively arranging the contract between the Creator or authorized representative of the song (the “Creator”) and the Music Producer, Mixer or Mastering Engineer (the “Producer”).
5.2 Songchecks has no responsibilities in respect of the Service or fulfillment of the contract between the Creator and the Producer.
5.3 Songchecks does not, in any way, store, process, composing, performing, recording, editing, mixing, producing, marketing or designing visual content of the Product.
5.4 Songchecks has no responsibility for the fulfillment of the contractual obligations towards the Customer regarding the Service, including store, process, composing, performing, recording, editing, mixing, producing, or designing visual content of the Product, and the compliance with applicable legislation, including with respect to the above.
5.5 Songchecks is not liable or responsible for any failure to perform or and delay in the performance of any obligations relating to the Service including with respect to store, process, composing, performing, recording, editing, mixing, producing, or designing visual content of the Product.
5. 6 Songchecks is not a copyright owner of any music files that are provided to the producers, mixers, or mastering engineers listed on the SongChecks website.
5. 7 Songchecks is not liable for any claims for a provided song to a producer via the SongChecks website that has subsequently been plagiarized, copied or re-used in any way, shape, or form by a producer, mixer or mastering engineer listed on Songchecks or any artist associated with the producer, mixer or mastering engineer.
6. COMMUNICATIONS
6.1 By using our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send.
6.2 You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at hello@songchecks.com
7. PURCHASES
7.1 If you wish to purchase any product made available through Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card and your billing address.
7.2 By entering your payment information when requested, you authorize Songchecks and its payment processors to charge and process the fees and charges assessed in connection with your Purchase.
7.3 We will not be liable for any fees or charges placed by third parties or any errors in the processing of payments, including errors arising out of such third party’s negligence, improper transmission of payment details or an error on the end of a User.
7.4 You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
7.5 We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
7.6 We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product availability, errors in the description or price of the product or service, error in your order or other reasons.
7.7 We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
8. PROMOTIONS
8.1 Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Service may be governed by rules that are separate from these Terms of Service.
If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy.
If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Service and its original content features and functionality are and will remain the exclusive property of Songchecks and its licensors.
9.2 Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.
9.3 Unauthorized use of any materials contained on this Website, our applications or within the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. If you believe that any of the materials infringe on any third party's rights, please contact Songchecks immediately at: hello@songchecks.com
9.4 The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
9.5 Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
9.6 Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Songchecks.
9.7 You may not reproduce, distribute or copy the Content by any means, whether electronically or not, without the Company’s prior written permission.
9.8 Any and all intellectual property rights in the Content, Services and the Company or otherwise developed by or on behalf of the Company, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Content, Services and the Company or otherwise developed by or on behalf of the Company, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Intellectual Property”), vests in the Company, its licensors or suppliers, as the case may be, and all rights not expressly granted by the Company to you are reserved by the Company.
9.9 Save as expressly set out herein and in the Contracts, you shall not acquire any right, title or interest in the Company’s Intellectual Property.
9.10 You may not use the Company’s Intellectual Property in a manner which may (i) place the Company’s Intellectual Property at risk of losing value, and (ii) cause reputational damage to the Company.
10. USER REPRESENTATIONS
10.1 By using the Site, you represent and warrant that:
You have the legal capacity and you agree to comply with these Terms and Conditions;
you are not under the age of 18;
not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site;
you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
you will not use the Site for any illegal or unauthorized purpose;
your use of the Site will not violate any applicable law or regulation.
11. USER REGISTRATION
11.1 You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
12. PROHIBITED ACTIVITIES
12.1 You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
12.2 As a user of the Site, you agree not to:
systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
use a buying agent or purchasing agent to make purchases on the Site.
use the Site to advertise or offer to sell goods and services.
circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
engage in unauthorized framing of or linking to the Site.
trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
make improper use of our support services or submit false reports of abuse or misconduct.
engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
attempt to impersonate another user or person or use the username of another user.
sell or otherwise transfer your profile.
use any information obtained from the Site in order to harass, abuse, or harm another person.
use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
delete the copyright or other proprietary rights notice from any Content.
copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
use the Site in a manner inconsistent with any applicable laws or regulations.
submit a song or mix for review that you are not authorized to access or do not have permission to share
13. SUBMITTING MUSIC FOR REVIEW
13.1 We do not assert any ownership over your music submissions. You retain full ownership of all of your submissions and any intellectual property rights or other proprietary rights associated with your submissions. We are not liable for any statements or representations in your submissions provided by you in any area on the Site.
13.2 You are solely responsible for your submissions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your submissions.
13.3 We have no obligation to monitor your submissions.
14. OTHER SUBMISSIONS
14.1 You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
14.2 You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
15. THIRD-PARTY WEBSITES AND CONTENT
15.1 The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").
15.2 Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
15.3 Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern.
15.4 You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
15.5 You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
15.6 YOU ACKNOWLEDGE AND AGREE THAT SONGCHECKS 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 THIRD PARTY WEB SITES OR SERVICES.
15. 7 WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
16. ADVERTISERS
16.1 We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements.
16.2 Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights.
16.3 As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be no refund or other compensation for DMCA takedown-related issues. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
17. SITE MANAGEMENT
17.1 We reserve the right, but not the obligation, to:
monitor the Site for violations of these Terms and Conditions;
take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities;
in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
18. ANALYTICS
18. 1 We may use third-party Service Providers to monitor and analyze the use of our Service.
18.2 Google Analytics
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.
For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en
We also encourage you to review the Google's policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.
19. PRIVACY POLICY
19.1 We care about data privacy and security. Please review our Privacy Policy posted on the Site. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in the United States.
19.2 If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
19.3 Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 17 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.
20. COPYRIGHT INFRINGEMENTS
20.1 We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.
20.2 If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to hello@songchecks.com with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”. A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.
20.3 Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
21. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
21.1 Notifications
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”).
A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
21.2 Counter Notification
If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a “Counter Notification”).
To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:
identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located;
a statement that you will accept service of process from the party that filed the Notification or the party's agent;
your name, address, and telephone number;
a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.
Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Zolton Zavos
Attn: Copyright Agent
L2, 410 Elizabeth St
Sydney, NSW, 2010
hello@songchecks.com
22. TERM AND TERMINATION
22.1 These Terms and Conditions shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE [YOUR ACCOUNT AND] ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
22.2 If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
22.3 In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
23. MODIFICATIONS AND INTERRUPTIONS
23.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.
23.2 We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
23.3 We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
23.4 We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.
23.5 Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
23.6 We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.
23.7 Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes.
23.8 You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
23.9 By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms.
23.10 If you do not agree to the new terms, you are no longer authorized to use Service.
24. DISPUTE RESOLUTION
24.1 Nonetheless, Songchecks offers out Customer Service who will act immediately to resolve any dispute that may happen while the usage of the Services.
24.2 In order to use this service, the user should contact Songchecks support, in a period of no more than 48 hours after an issue happened, at: hello@songchecks.com, Songchecks will not acknowledge any claims made outside of this period.
24.3 Once the claim has been made, it will be assessed internally by Songchecks, and where applicable, Songchecks will act immediately to help solve any issue that may arise during the usage of Services.
24.4 User agrees for the purposes of the settlement of an issue, an e-mail correspondence, phone call or video conference with the authorized persons of the Songchecks shall be the effective and binding method of communication.
25. GOVERNING LAW
25.1 These Terms and Conditions and your use of the Site are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State/Commonwealth of Delaware without regard to its conflict of law principles.
25.2 Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
25.3 If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
25.4 These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.
25.5 Each party irrevocably agrees that the courts of State of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
25.6 Notwithstanding the specified agreement on jurisdiction, you and the Company shall, if any dispute arises, attempt to settle it by mutual negotiations.
25.7 If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties will agree to the mediator and share the costs of the mediation. Each party agrees to cooperate with the mediator and to try to reach a mutually satisfactory compromise. If the dispute is not resolved in 21 colander days after one party notifies the other in writing of its desire for mediation, either party may take the matter to arbitration.
25.8 The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
26. CORRECTIONS
26.1 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
27. DISCLAIMER
27.1 THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
27.2 AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
28. LIMITATIONS OF LIABILITY
28.1 EXCEPT AS PROHIBITED BY LAW IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED) FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF THE COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES.
29. INDEMNIFICATION
29.1 You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site.
29.2 Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
30. USER DATA
30.1 We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.
30.2 You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
31. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
31.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
31.2 YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
31.3 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 any means other than electronic means.
32. CALIFORNIA USERS AND RESIDENTS
32.1 If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
33. ERROR REPORTING AND FEEDACK
33.1 You may provide us either directly at hello@songchecks.com or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”).
33.2 You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) the Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) the Company is not under any obligation of confidentiality with respect to the Feedback.
33.3 In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant the Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.
33.4 We shall not be liable for any typo or any information being incorrect in this Agreement, in case you have discovered such type or mistake in wording of this Agreement you may inform us about such mistake directly at hello@songchecks.com
34. MISCELLANEOUS
34.1 These Terms and Conditions and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
34.2 If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.
34.3 These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
34.4 If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
34.5 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them.
34.6 You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
35. ACKNOWLEDGEMENT
35.1 BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.
36. CONTACT US
36.1 In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
SongChecks Inc.
L2, 410 Elizabeth St,
Surry Hills, NSW,
Australia
0416 617 532
hello@songchecks.com