Last Updated: March 20, 2023
Welcome to https://songchain.io. Please read these Terms of Service (the “Terms”) carefully. This is an agreement between you (herein “User,” “you,” or words of similar meaning) and Songchain LLC. (“Songchain”, “our,” or words of similar meaning) (you and Songchain shall each be a “Party” hereto and collectively the “Parties”). These Terms govern your use of the Songchain website located at https://songchain.io (the “Site”), and all related tools, mobile applications (“App”), web applications, APIs, or other platforms, applications, or services offered by or associated with Songchain (collectively, the “Songchain Platform”). To make these Terms easier to read, the Site, our services, App, and Songchain Platform are collectively called the “Services.”
By continuing to browse, access, and use our Services, you acknowledge that you have read and accept the terms and conditions set out below. If you do not accept, you must cease to access and use our services immediately. You understand that, as a part of the Services, Songchain may require that you read, acknowledge, and accept additional terms or documents (including, but not limited to, the Artist Terms (as such term is defined below) and all related documents), and by doing so, you shall make yourself a party to such documents and agree to be bound by the terms contained therein.
If you choose to accept these Terms, you must do so as they are presented to you – no changes will be accepted by us. If any future changes are unacceptable to you, you should discontinue using the Services. Your continued use of the Services now, or following the posting and reasonable notice of any such changes, will indicate your acceptance of these Terms, and of any such changes.
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SONGCHAIN THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU ARE WAIVING YOUR RIGHTS TO A CLASS ACTION AND A JURY TRIAL. PLEASE REVIEW CAREFULLY SECTION 21 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION.
- Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App, and/or through other means of communication. It is important that you review the Terms whenever we update them or you use the Services, as they govern your use of the Services. If you continue to use the Services after we have updated the Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
- Who May Use the Services? The Services are only available to Users in certain jurisdictions who can use the Services as permitted under applicable law. The Services are not authorized for use in certain other jurisdictions that are subject to a U.S. Government embargo, designated by the U.S. Government as a terrorist-supporting country, listed by the U.S. Government as a prohibited or restricted party, or otherwise have U.S. Government or certain international economic sanctions applied. Without limitation, you must be at least 18 years of age to use the Services. You may not attempt to access or use the Services if you are not permitted to do so.
- Account Creation. For certain features of the Services, you’ll need an account. To register an account, you must first successfully complete the sign-up process. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account.
To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are entirely responsible for maintaining the security and confidentiality of your account and password. YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You must notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by us or another party due to someone else using your account or password.
You are only allowed to create one account and you agree you won’t share your account with anyone. You also agree that you will not: (i) create another account if we’ve disabled one you previously established, unless you have our prior written consent; (ii) buy, sell, rent or lease access to your account or username, unless you have our prior written consent; (iii) share your account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third party applications or clients.
- Additional Information. Songchain may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism.
Songchain may also require you to provide additional information and documents in cases where it has reasons to believe that: (i) your account is being used for money laundering or for any other illegal or unauthorized activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your account were effected in breach of these Terms. In each such case, Songchain, in its sole discretion, may disable (or terminate) your account until such additional information and documents are reviewed by Songchain and are accepted as satisfying the requirements of applicable law.
If you do not provide complete and accurate information and documents in response to such a request, Songchain may refuse to provide the Services to you. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax (as defined below) records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services.
- Right to Block Access. We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers
- Equipment and Software. You must provide all equipment, connectivity, and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
- About the Services.
- Parties. Our Services also allow music professionals (“Artists”) to sell (transact via monetary transfer, transfer in kind, or other type of benefit such as access) certain items including physical and digital items (each, an “Item”) to third party entities or persons (“Purchasers”) via the Songchain Platform. Songchain is not a party to any transaction between Artists and any Purchaser. Songchain does not control or vet content provided by Artists, nor does Songchain assume any responsibility for the accuracy or reliability of any information provided by Artists.
- Our Relationship. SONGCHAIN IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICE IS AN ADMINISTRATIVE PLATFORM ONLY. SONGCHAIN FACILITATES TRANSACTIONS BETWEEN A ARTIST AND PURCHASER BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE ARTIST AND PURCHASERS OF SONG TOKENS OR BETWEEN ANY PURCHASERS.
- Term of Relationship.
- These Terms will apply to Users for as long as they continue to use the Site in compliance with these Terms and any additional terms that apply to their use of the Songchain Platform (the “Term”).
- Payment and Refund Processing. Payments and refunds facilitated by the Services may be processed by a third-party payment processor (“Payment Processor”). You may be required to create an account with such Payment Processor, and by doing so, you are agreeing to comply with the Payment Processor’s terms of service. You may need to provide additional information to verify your identity, business and tax information and your bank information when you register with the Payment Processor. If, and to the extent, we accept, hold or transmit funds in connection with your purchase, you agree that we do so, on your behalf, as your limited agent and you hereby appoint Songchain as your limited agent solely for the purpose of accepting payments from, and refunding payments to, Service Recipients on your behalf. In accepting appointment as your limited agent, we assume no liability for any of your acts or omissions.
- Purchasers are entirely responsible for the validity of their purchases. Songchain is in no way responsible or liable for any fraud or misrepresentation on behalf of the Artist. Songchain expressly disclaims any liability for the actions, including fraud, on the part of the third-party sellers on the Songchain Platform. We have no insight or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct.
- Transaction Limits. The use of the Services may be subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or in a given time period.
- Unauthorized Use of Songchain Account. You may not sell, lease, furnish, or otherwise permit or provide access to your Songchain Account to any other individual or entity that is not your agent or employee. You accept full responsibility for your agents’ or employees’ use of your Songchain Account, and you understand and agree that you are responsible for any and all orders, trades, or other instructions associated with your Songchain Account.
- Account Suspension. In the event that your Songchain Account is suspended or terminated, we may immediately cancel all open orders associated with your Songchain Account, and bar the placing of further orders until resolution or account cancellation.
- Costs and Taxes. You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
- Disputes Between Artists and Purchasers. Songchain is not a party to any relationship between Artists and Purchasers or in the delivery of Items. In the event that you have a dispute with any Artist or Purchaser, you agree to address such dispute directly with the Artist or Purchaser. If permitted in your jurisdiction, you release Songchain (and Songchain’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. YOU RELEASE RELEASEES FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
- Regulatory and Compliance Suspensions or Terminations. You agree to abide by all applicable local, state, national, and international law and regulations including U.S. export and re-export control and economic sanction laws and regulations, with respect to your use of the Services. You also acknowledge and agree that your use of the internet and all access to and use of the Services is solely at your own risk.
We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these Terms by Songchain. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
- Posting Content. Our Services may allow you to upload, store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio (e.g., the Artist’s recording or composition), and video. Anything (other than Feedback (as defined below)) that you post or otherwise make available through the Services is referred to as “User Content”. Songchain does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content. You agree that any posting you do on or off the Songchain Platform using any User Content shall be compliant with all applicable advertising laws and guidelines, specifically including, but not limited to, all FTC regulations, namely, the FTC “Guides Concerning the Use of Endorsements and Testimonials in Advertising”, linked here.
- Ownership. You retain your ownership of any User Content you submit, post, or display using the Service. Songchain does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
- Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Songchain a non-exclusive, transferable, worldwide, Songchainty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services, except that in the case of an Artist’s sound recording or composition itself, Songchain must obtain Artist’s prior written consent in order to modify, create derivative works based upon, distribute, or publicly perform such sound recording or composition.
- Authority. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post or display on or through the Service, including but not limited to Item Content. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Songchain the license described above.
- Removal of User Content. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Service. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
- Songchain’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
- Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it (and permit others to use it) without any restriction or compensation to you.
- Representations and Warranties by Users.
- Non Contravention. These Terms do not, and the performance of your obligations under these Terms and your listing, buying, or selling of any Items, as applicable, to your use of the Services, will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.
- Rights and Terms for Apps.
- App License. If you comply with these Terms, Songchain grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for using the Services to post or fulfill Purchases as set forth herein. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple Users through any means.
Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
- General Prohibitions. We reserve the right to take action, with or without advance notice, if we believe you have violated these Terms.
- Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services or any individual element within the Services, Songchain’s name, any Songchain trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Songchain’s express written consent;
- Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Songchain or other generally available third-party web browsers;
- Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Collect or store any personally identifiable information from the Services from other Users of the Services without their express permission;
- Knowingly participate in: (i) any technical or hacking attacks on Songchain.io, the Songchain Platform or any of its affiliated networks (together, “Songchain Network”) or other Users, including but not limited to technical attacks, hacking, theft of the other Users’ funds, or fraud, (ii) conduct reasonably anticipated to cause harm to Songchain Network or other Users;
- Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that Songchain might use to sort search results;
- Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing) without Songchain’s express written consent;
- Use the Service for money laundering, terrorist financing, or other illicit finance;
- Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
- Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Service;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation;
- Conduct any other activity that Songchain considers to be malicious or detrimental activity; or
- Encourage or enable any other individual to do any of the foregoing.
- General Enforcement Rights.
- Illegal Content. Assets, listings, smart contracts, collections, and User Content that include metadata, or which have a primary or substantial purpose in a game or application, that violates international or United States intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal in the United States are prohibited on Songchain and will be removed.
- Content Used for Unlawful Purposes. Assets, listings, smart contracts, collections, and User Content created or used primarily or substantially for the purpose of raising funds for known terrorist organizations listed on https://www.state.gov/foreign-terrorist-organizations/ are prohibited on Songchain and will be removed.
- Stolen Content. The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets on Songchain is prohibited. If you have reason to believe that an asset listed on Songchain was illegally obtained, please contact us immediately. Listing illegally obtained assets may result in your listings being canceled, your assets being hidden, or your Account being suspended.
- Reporting Content. If you become aware of the creation, listing, or buying of assets in violation of any of the terms specified in this Section, please contact us at legal@Songchain.io to report it. User Content creators bear special responsibility for informing Songchain of the existence of their collections, contracts, and assets that violate these terms.
- No Obligation. Songchain is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.
- Copyright Policy. Songchain respects copyright law and expects its Users to do the same. It is Songchain’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. It is not our intent to infringe on anyone’s intellectual property rights, and we will respond to allegations of copyright infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”).
- If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice (“DMCA Notice”) with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyright work that you claim has been infringed;
iii. A description of where the infringing material is located on the Services;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the alleged infringing use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- We may notify you if we receive a DMCA Notice about User Content that you submit. If you receive a notification that you are allegedly infringing on another’s copyright, you may file a counter-notice. We will review all DMCA Notices and counter-notices in an objective manner. If we determine that the DMCA Notice is valid, we may remove the infringing content. If we determine your counter-notice to be valid, we will remove the complaint and take no further action regarding your account.
- You can reach us directly by emailing us at legal@Songchain.io with the subject “Copyright Infringement.” We may request additional information before removing any allegedly infringing material.
- Please note that if you knowingly and/or materially misrepresent any of the above information (in a DMCA Notice or counter-notice), you may be responsible for damages, including the costs involved in investigating and responding to your claim and any legal costs and fees that may arise from your misrepresentation. If you continue to file fraudulent or inaccurate DMCA Notices or counter-notices, we reserve the right to contact law enforcement and terminate your account.
- Songchain Intellectual Property. Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Songchain logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Songchain Content”) are the proprietary property of Songchain or our affiliates, licensors or users, as applicable. You may not use any Songchain Content to link to the Service without our express written permission. You may not use framing techniques to enclose any Songchain Content without our express written consent.
- Songchain and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights therein. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
- References to any other products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Service does not constitute or imply endorsement, sponsorship or recommendation by Songchain.
- Links to Third Party Websites or Resources. The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
- Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at notices@Songchain.io. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 1, 5(a), 5(b), 5(c), 5(d) (only for payments due and owing to Songchain prior to the termination), 5(e), 5(f), 5(g), 6, 7, 8, 9, 10, 11,12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23.
- Indemnity. To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Songchain, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Songchain Parties”), from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to: (i) your use or misuse of the Service or Songchain Content or User Content; (ii) your User Content or Feedback; (iii) your violation of these Terms or Artist Terms, as applicable and/or a breach of the representations and warranties set forth in the Artist Terms and/or the Song Token Details Form, as applicable; (iv) your use or disposal of any Song Tokens; (v) your violation of the rights of a third party or of applicable law, including without limitation, any use by Songchain of User Content created and/or owned by you that violates or otherwise infringers upon the rights of a third party; (vi) your negligence or willful misconduct; or (vii) an artist directly or indirectly related to any Song Token sold using the Services. You agree to promptly notify Songchain of any Claims and cooperate with the Songchain Parties in defending such Claims. You further agree that the Songchain Parties shall have control of the defense or settlement of any third-party Claims, unless otherwise mutually agreed to, which may be at your cost and expense. Songchain will have the right to demand and be paid its actual out-of-pocket costs and expenses on an ongoing basis without prejudice to any other remedies available to Songchain. In any event, you will not settle any Claim without Songchain ’s prior written consent and you acknowledge and agree that any settlement or attempted settlement of the third-party Claims as described herein without Songchain’s prior written consent shall be void. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT BETWEEN YOU AND SONGCHAIN.
- Limitation of Liability.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL SONGCHAIN OR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SONGCHAIN OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL SONGCHAIN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, CONTENT, SONG TOKENS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO SONGCHAIN FOR USE OF THE SERVICES.
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SONGCHAIN AND YOU.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims
- Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Tennessee, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Songchain are not required to arbitrate will be the state and federal courts located in Tennessee, and you and Songchain each waive any objection to jurisdiction and venue in such courts.
- Dispute Resolution.
- Mandatory Arbitration of Disputes. YOU AND SONGCHAIN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. ****We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Songchain agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Songchain are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- Exceptions. As limited exceptions to Section 19(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/. Any arbitration hearings will take place in the county (or parish) where you live, if in the United States, and in Travis County, Texas, if you live outside of the United States, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the JAMS Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds your Dispute frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
- Injunctive and Declaratory Relief. Except as provided in Section 19(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- CLASS ACTION WAIVER. YOU AND SONGCHAIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Severability. With the exception of any of the provisions in Section 19(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
- General Terms.
- Reservation of Rights. Songchain and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Songchain and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Songchain and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Songchain’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Songchain may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by Songchain under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- Waiver of Rights. Songchain’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Songchain. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- Contact Information. If you have any questions about these Terms or the Services, please contact Songchain at legal@Songchain.io or:
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