Terms of Use

Non-legal introduction:

 

This non-legal section is a summary of what is contained in the legal section:

The basic website service is free. There are no signup costs or other fees. For songs sold in 1) the qualification process 2) the Preview Section and 3) the mass exposure/ accelerator process. isongU and Music Artists make money via a percentage revenue share on music sales.

Note: For song sales in the Qualification Filters, the Music Artist gets 70% of the song sale price. For song sales in the Preview Section and in Mass Exposure, the Music Artist gets between 40% and 60% of the songs sale price, depending on the Music Artist’s level of achievement.

There are terms and conditions for music artists (Section A) and then there are separate terms and conditions that govern music reviewers (Section B). Since all music artists are, by default, also music reviewers, they are in fact governed by both of these terms and conditions (Section A and Section B).

At no time will any music artists or any music reviewers (whether or not they purchase music) have any rights to sell or commercialize said music. When an artist publishes a music file to the isongU website, no rights are transferred to other users/ buyers. Buyers only have the right to listen to your music file: Non-buying users will only have listening access to a portion of said music file.

The only rights isongU takes are the ones we clearly need to run the website. These include the right to host the music files you upload, the right to stream these uploaded music files and the sole right to sell these uploaded music files on your behalf.

A music artist must have all the legal rights to a music file before uploading the music file to the website. In addition, the music must be original music (absolutely no covers or sampling of music by other music artists) and this original music must not have been released or played live in concert a) prior to being uploaded to isongU or b) while the music file is active in the qualification filters or Mass Exposure sections of the Web Site. What do we mean by ‘not being released’? We mean it cannot ever have been published on other channels or websites, including the artist’s own website. A demo of the music cannot have been sent to a TV show, a movie company, a sync company, a DJ or a music label or any third party. In short, you must have legal right to the music you publish, it must be original (not sampled from other music or have lyrics borrowed from other sources) and it must be previously unheard (brand new, out of the box).

Secondly, while the Terms and Conditions of Use outlined in this introduction are relevant to both music artists and music reviewers in both a) the Qualification Filtering portion b) the Preview Section and c) the Mass Exposure portion of the isongu website, music files that have qualified for the Mass Exposure section of the isongU process will be covered (in terms of the music artist’s music rights) under a separate, private copyright legal agreement undertaken by isongu and the copyright holders (the music artist) of said qualified (for Mass Exposure) music files.

 

Definitions:

The following terms shall have the following meanings for purposes of this Agreement:

  • “Copyright Management Information” means the digital information conveying information regarding a Digital Master, such as your name, the names of all writers, the name of the publisher, the title of the applicable album, the name of the song and the record company name, and same shall be subject to the protection of Title 17, Section 1202 of the United States Copyright Law.
  • “Digital Master” or “Digital Masters” means a copy or copies of Recordings in digital form.
  • “Recordings” means sound recordings and underlying musical compositions that you have designated for digital distribution and sale by us, through the use of our Artist Submission Form. Any such sound recordings and the underlying musical compositions must be original compositions by you and be owned and controlled by you with rights granted and authorized by you.
  • “Qualification Filter Stages” or “Filter Stages” or “Filters” refers to the filtering process all song submissions have to qualify past in order to be accepted to Mass Exposure.
  • The Preview Section’ of the Website is the section of the Website where songs go after being rejected from the Qualification Filters without making it to Mass Exposure. In the Preview Section’ of the Website, the Music Artist’s music files are made available to the Music Artists team of reviewers whereby said reviewers can preview and listen to said music files from their affiliated Music Artist for the first time. Unlike reviews, they cannot score or rate said music files, but they can preview and purchase said music files.
  • “Mass Exposure” is the accelerator that generates the mass listenership that a song receives once it succeeds past all Qualification Levels (Filter Stages). Mass Exposure is a byproduct of the mass filtering that takes place in the Filter Stages.
  • A “Music Artist” can be a solo artist or a band. A Music Artist has 1 account, even if there are many members.
  • A “Direct Music Dividend” is a percentage of a music artist’s revenue from song sales that is paid to the music reviewer who succeeded in getting said music artist to join and become active (deliver songs and create a team of music reviewers) at isongU. An “Indirect Music Dividend” is a percentage of a music artist’s revenue from song sales that is paid to another Music Artist whose music reviewer succeeded in getting said new music artist to join and become active at isongU. A “Direct Music Dividend” is paid to the party responsible for bringing a music artist to isongU. An “Indirect Music Dividend” is paid to music artists every time one of their reviewers brings a new music artist to isongU.
  • An ‘Audio Fingerprint’ is a summary of the attributes of sound that is used to identify a variety of audio material, including music, sound effects and radio broadcasts. It is widely used to identify commercial music recordings over the radio. The fingerprint is an analysis of the audio waveforms and includes such characteristics as beats per minute (tempo), frequency range, average power in each frequency band (spectral flatness) and acoustic resonances.

 

 

SECTION A:

Terms and Conditions for Music Artists:

 

Now, to the legally binding terms of use for Music Artists:

“YOU” THE ‘USER” (MUSIC ARTIST OR BAND) AND ISONGU.COM (THE “COMPANY”, “WE” OR “US”) AGREE THAT YOUR ACCESS TO AND USE OF THE ISONGU.COM WEB SITE (THE “WEB SITE”), IS SUBJECT TO YOUR AGREEMENT TO THE TERMS AND CONDITIONS LISTED BELOW, WHICH WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY (THE “AGREEMENT”). THE COMPANY IS WILLING TO ALLOW YOU ACCESS TO THE WEB SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. THESE TERMS AND CONDITIONS SUPERCEDE ANY ADVERTS AND/OR INFORMATION DISPLAYED ON THE WEBSITE OR IN OTHER MEDIUMS. AFTER READING THE TERMS, IF YOU AGREE TO THEM, PLEASE INDICATE YOUR DECISION BY CLICKING ON “I AGREE” AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON “I DO NOT AGREE” AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.

 

1. REGISTRATION.

In order to gain access to the services (the “Services”) offered by the Web Site, you will need to register as a user. A user may be a music artist/ reviewer or just a reviewer. Either you or the Company may terminate your user registration at any time. Upon termination of your registration as a “user”, you will no longer be allowed access to the Web Site or the Services offered through the Web Site. You represent that all information you provide during the registration process and at any time thereafter (“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. The Company may use all Registration Information, subject to Company’s compliance with the Company Privacy Policy that can be found in Appendix 1: PRIVACY POLICY below. This Agreement includes terms and conditions set forth in the Privacy Policy. By indicating your agreement to this Agreement, you are consenting to have your personal data used by the Company as set forth in the Privacy Policy.

 

3. AGE RESTRICTIONS.

Individuals under the age of 13 are prohibited from accessing the Web Site without verified parental consent furnished to Company in accordance with the Children’s Online Privacy Protection Act of 1998. You hereby represent and warrant that you are 14 years of age or older. SOME AREAS OF THE WEB SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

4. PUBLISHING OF CONTENT.

The Service provides Music Artists with the ability to upload the Music Artist’s sound recordings (“Sound Recordings”) and the musical works (“Musical Works”) embodied therein (collectively, the Music Artist’s “Music Files”) to the Web Site.

You hereby acknowledge and agree that you are solely responsible for and in complete ownership of all materials that you post or publish on the Web Site, including without limitation, music, music reviews, comments and any other materials (“Content”). You represent, warrant and agree that no Content submitted by you or through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You represent and warrant that you have all legal rights necessary to publish any Content on the Web Site; or that you own such Content. You hereby acknowledge and agree that Company shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your Content for any reason and at its sole discretion. If Content is uploaded by a user that has previously been uploaded by a previous user, the content uploaded secondly will be removed. In the event of a legal dispute over which party owned said intellectual property, the legal dispute will be between you, the users in question, and the Company will not engage in said dispute other than to provide information to resolve said dispute. Therefore, you hereby acknowledge and agree that the Company may, at its sole discretion, disclose your content in order to:

  • (i) comply with law enforcement, court orders, or the legal process; and/or
  • (ii) protect the rights and safety of individuals; and/or
  • (iii) settle disputes over intellectual property ownership.

The Company owns, protects and enforces patents and copyrights of its own and respects the copyright properties of others. Materials may be made available on the Web Site, or via the Web Site, by parties not within the control of the Company. It is our policy not to permit materials known by us to be infringing to remain on this Web Site. The company has provided a plagiarism tool within its review process so that you the users can promptly notify us if you believe any materials on the Web Site infringe upon a copyright. The Company will investigate all reports of copyright infringement via said plagiarism tool which we believe is the fastest and most judicial means of dealing with claims of copyright infringement.

Of course, the user also has the right to also deliver notice of claimed infringement under the Digital Millennium Copyright Act (“DMCA”).  However, because music is, by necessity, anonymous and delivered to users randomly on the Web Site without the possibility of replaying the music in question, the user must deliver notice using:

1) Their account name and                                                                                     2) The exact time they encountered the infringement.

With these details, we can precisely identify the song in question. We will respond expeditiously to remove the material claimed to be infringing and will follow the procedures specified in the DMCA (listed in Figure 1 below) to resolve the claim between the notifying party and the alleged infringer who provided the content in issue.

DMCA Procedures

 

Figure 1:             DMCA procedures for reporting claimed infringement.

Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the following Designated Agent for this Web Site:

NP Troy

DMCA Complaints Department,

10 Andover Drive,

Rocky Hill, CT 06067

dmca [at] isongu [dot] com

 

Please be advised that the Company may provide an alleged infringer with any notice of claimed infringement, including notices of claimed infringement submitted by you under the DMCA, and any communications related thereto. The Company may also provide any counter notifications received under the DMCA, and communication related thereto, to the provider of the original notice of claimed infringement. The DMAC procedure to serve counter-notice to the designated agent is shown in Figure 2 below.

 

DMCA Counter notice

 

Figure 2:   DMCA procedure for serving counter-notice to designated agent.

 

All notices and communications provided by you to us become the property of the Company and you hereby grant us the right to provide such notices and communications to any third party. Subsequent to the DMCA, if it is found that that alleged infringer did not in fact infringe, their content is returned to the position in the website it occupied at the time it was removed following the DMCA complaint.

If you engage in “repeat infringement” (which includes “repeat copyright infringement”, “repeat false plagiarism complaints” and “repeat false DMCA notifications”) we may terminate your registration and account without notice, and you will no longer be permitted to access to the Web 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 upon the copyright rights of another person.

5. USE OF WEB SITE AND SERVICES.

You understand that the Services and the Web Site are available for your personal use only. Your interactions with organizations and/or individuals found as a result of using the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals.

You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and any third party, you understand and agree that we are under no obligation to become involved. In the event that you have a dispute with a third party including other members of the Web Site, you hereby release the Company, its officers, employees, agents and successors in rights 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 such dispute and / or our Services. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

The Service provides Music artists with the ability to upload the Music Artist’s sound recordings (“Sound Recordings”) and the musical works (“Musical Works”) embodied therein (collectively, the Music Artist’s “Music”) to the Web Site.

 

When you use the Web Site, isongU agrees that:

  • (a) You shall retain the full ownership rights to the sound recordings (“Sound Recordings”) and the musical works (“Musical Works”) that you upload as music files to the website while said music files remain in the Qualification Filters or the Preview Section of the website. isongU shall only have the right to sell said music files.
  • (b) For music files that qualify for Mass Exposure, the rights to these music files shall come under a separate agreement. However, once these music files exit the Mass Exposure section of the website, the artist will retain full ownership rights to the sound recordings (“Sound Recordings”) and the musical works (“Musical Works”) corresponding to said music files.

 

When you use the Web Site, we ask that:

  • (a) You do not upload, post, 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;
  • (b) You do not impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person, musical act or entity;
  • (c) If you represent a musical act as a manager or a promoter or a label or in any other capacity, and you plan to sign up to the website using your credentials and contact information and your payment account (and not the artist’s), you must join the website as a fan and invite the artist and promote the artist from your fan account.
  • (d) If you represent a musical act as a manager or a promoter or a label or in any other capacity, and you plan to sign them up to the website using the artist’s precise, unique credentials, the artist’s contact information and the artist’s singular banking/payment details (such as PayPal), this is only acceptable if you have the artist’s explicit permission to do so.
  • (e) If you represent a musical act(s) as a manager or a promoter or a label or in any other capacity, then you agree that you will not collect monies on behalf of said musical act(s). You accept that the music act(s) that you represent must be paid directly to their banking/ PayPal account, 
  • (f) You do 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;
  • (g) You do not upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code. We prohibit files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  • (h) You agree not to upload the following: 1) Non-music files 2) Music files containing no sound 3) Music files containing only sounds inaudible to the human ear or 4) Music files with the sound set so low, they are barely audible.
  • (i) You, the music artist agrees not to create fake music artists or multiple music artist accounts in order to create more potential mass exposure for your music.
  • (j) A music artist account may become valuable due to the time gained in Mass Exposure (meaning higher exposure & songs sales for songs that qualify) and/or the number of music reviewers registered to the music artist account and/or the dividends paid to the artists account. You, the music artist, agree not to sell or barter or lease your music artist account to any other music artists or third parties.
  • (k) You do not use or attempt to use another user’s account, without authorization from the Company, or create a false identity using the Services or the Web Site.
  • (l) For song sales in the qualification filters and in the preview section of the website, you accept that all payments to performers are made either directly to a bank account via direct deposit or via PayPal or similar service to a single email account. Similarly, all Mechanical Dividend payments to songwriters (the statutory 9.1 cents per song download) will be made to a single but separate account, either directly to a bank account via direct deposit or via PayPal or similar service to a single email account. At the time of upload to isongU, the person uploading the song will be responsible for selecting which registered accounts any future performance and Mechanical ‘songwriter’ Dividends will be paid into. If there are multiple people that share songwriting credits or copyright ownership of the music, it is up to those individuals to divide revenues generated by the sale of said copyrighted music from said accounts. isongU is not legally responsible for dividing these payments between copyright owners, even at the request of said copyright owners. We are not liable in the event of legal disputes over the division of revenues between copyright holders, even in the event that we had prior knowledge of such injustices.

NOTE: Song sales via Mass Exposure will be dealt with in a separate agreement.

  • (m) You, the Music Artist (including band members connected to and registered under the Music Artist) agree not to share the Music Artist’s account details, including passwords, with friends, family and fans that you have invited to complete reviews of music (music by other music artists) on behalf of the Music Artist.
  • (o) You, the Music Artist (including band members connected to and registered under the Music Artist) agree not to share the Music Artist’s account details, including passwords, with other Music Artists that you (or your friends, family and fans reviewers) have invited to the Web Site.
  • (p) You agree that the music artist’s email username and PayPal email address used for ecommerce transactions can be the same email address or two different email addresses.
  • (q) The only circumstance in which a music artist name can be changed is when another music artist trying to join isongU can prove that they legally own the Music Artist name that another music artist has been using.
  • (r) You agree that, when a music artist is a multi-member band, with two or more members, that isongU only recognizes the member that created the music artist account. isongU will not become involved or be liable in any way for legal disputes that take place between band members.
  • (s) You, the Music Artist agree that you will not create more than 10 alias reviewer accounts (accounts that you complete reviews on under an alias name).
  • (t) If a Music Artist’s account becomes inactive for over 2 years or if a Music Artist’s account generates unacceptable content, the Web Site reserves the right to close the Music Artists account.

 

SONG PURCHASES  (APPLICABLE TO MUSIC ARTISTS & REVIEWERS)

If you purchase/ download music files from the Web Site, you agree to use any music files that you purchase/ download in compliance with the following Usage Rules:

  • (a) You shall be authorized to use the music files only for personal, noncommercial use;
  • (b) You may not combine a music file with any video or image file to create a multimedia work without authorization from isongU;
  • (c) You may not use a music file as a musical “ringer” in connection with a phone or phone calls;
  • (d) The download and copy of a music file does not transfer to you any commercial or promotional use rights in the music file; and
  • (e) You agree that your download and copy of music files constitutes your acceptance of and agreement to the Terms and Conditions of Use and these Usage Rules, and that any use of the music files other than in accordance with these Usage Rules may constitute a copyright infringement.

The Company reserves the right to modify the Usage Rules at any time.

 

If you purchase/ download music files from the Web Site, you agree to the following rules surrounding the purchase/ download of said music files:

 

  • (a) The purchase of a music file on the Web Site may result in the music file being delivered as a non-lossless digital downloaded music file (such as an MP3).
  • (b) When music files are purchased on the Web Site, the music files may be professionally recorded to ensure recording quality when said music file is identified as being in Mass Exposure at the time of purchase. However, if the song that is purchased was identified as being in the Qualification Filter Section at the time of purchase, we do not guarantee the sound quality in terms of whether it is professionally recorded. The music file delivered to you is exactly the same as the music file delivered onto us by the band itself. (Note: Music sales in the Qualification process are designed to help out the poorest, struggling bands with 70% of the song’s price going to the band. That is why these songs are sold at a premium.)
  • (c) If we provide you with contact details, biography, tour information, discography details and other metadata for the band/ musical act, we are giving you the details we have on file; details that were provided by the band/ musical act. We are not responsible if said contact information for the band/ musical act is incorrect.
  • (d) If you contact the band/ musical act for complimentary demos or live versions or lossless versions or replacement versions of the music file you purchased from our Web Site, we are not responsible for the delivery of these additional music files. We are only responsible for delivery of the original music file that was delivered to us by the music artist that created the music file that you purchased from our website. Subsequent to the successful purchase of said original music file, we are not liable for any interactions or legal disputes that take place between you (the purchaser) and music artist that created the music file in question.

The Company reserves the right to modify the Rules surrounding the purchase/ download of music files at any time.

 

6.  LIMITATIONS OF WEB SITE PERFORMANCE.

 

At isongU, once the accelerator begins to operate, Mass Exposure is a mathematical certainty. However, this mathematical certainty of Mass Exposure (guaranteeing 1,000,000+ listeners over 24 months) is based on these conditions:

 

  1. a) You, the music artist, on average, must have a minimum number of music reviewers established by the Web Site, and  each of these music reviewers must complete a minimum number of music reviews per month, established by the website
  2. b) That we, isongU, must have a sufficient number of music artists to deliver a sufficient stream of songs into our Qualification Filter Stages, sufficient to generate 1,000,000+ reviews minimum for any song that qualifies for Mass Exposure.
  3. c) That the minimum number of music artists required to satisfy (b) above; this minimum number of music artists must also satisfy condition (a) above.
  4. d) That a music file that enters Mass Exposure shall spend a full 24 months in Mass Exposure (if necessary) to achieve 1,000,000+ reviews.
  5. e) That you, the music artist have not cheated the qualification system in any way. We reserve the right to remove music files and music artists for behavior that breaks or circumvents the rules of the Web Site.
  6. f) That you, the music artist, completely own the rights to the music file in Mass Exposure.
  7. g) While we will take every precaution to ensure music artists own the music files entering Mass Exposure, we may find music files in violation of copyright subsequent to entering Mass Exposure. When a music file is found to be in violation of copyright, it may be ejected from Mass Exposure even after spending time in Mass Exposure. Said music file is not guaranteed any number of reviews.
  8. h) We do not guarantee song sales for songs in the Qualification Filters or Mass Exposure. The number of listeners that will buy songs is indeterminate.
  9. i) Currently, only the first song to beat all 20 Levels will gain a $5,000 sales advance. It is not a prize. The advance must be earned back via song sales.
  10. j) We do not accept responsibility for any events or transactions that occur after we post messages on other social media sites, provided we do not post vile content on other social media sites.
  11. k) When 2 minute anonymous song clips are played, no mechanical royalties are paid to you, the owner of the song. This is because the listener has not chosen to play this specific song, rather we have forced them to play a random, mystery song as payment to climb towards Mass Acclaim (for Artists) or to climb towards greater payments (for Fans). Because the listen is forced and the song is not complete and the song/artist are anonymous, therefore mechanical royalties are not warranted. Moreover, when songs get force listened to, a percentage convert to song sales. This is the goal of getting your song listened to on our website.

 

Layman’s Viewpoint:

In reality, we strongly believe that, once the accelerator begins to generate mass reviews, the 1,000,000+ reviews over 24 months for songs that qualify for Mass Exposure will be readily achieved (will be a mathematical certainty) due to the scalability of our multi-stage qualification filters.

 

  1. LIMITATION OF DIVIDEND PAYMENTS TO ACTIVE USERS:
  2. a) Every time a user completes a number of music reviews, said user receives the means (an active promo-link) to invite a new music artist to the Web Site. If said new artists registers with the Web Site using said invite and becomes active by uploading songs and building a teams of reviewers of sufficient size, said user that invited the artist will gain a dividend on all revenues from song sales said music artist ever makes in mass exposure, but only as long as the reviewer that invited said new music artist remains active by completing a minimum of 12 reviews per year.
  3. b) Every time a user completes a number of music reviews, said user receives the means to invite a new music artist to the Web Site. If said new artists registers with the Web Site and becomes active by uploading songs and building a teams of reviewers of sufficient size, not only will said user that invited the artist gain a dividend on all revenues from song sales said music artist ever makes within isongU, the music artist to which the user is affiliated will also gain a dividend on all song sale revenues said music artist ever makes within isongU, but only as long as said music artist (to which said user is affiliated) remains active by uploading a minimum of 2 songs per year.

 

 

8. LIMITATION OF LIABILITY.

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICES, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICES; AND (B) TEN DOLLARS ($10). IN NO EVENT WILL THE COMPANY BE LIABLE FOR HEARING LOSS ASSOCIATED WITH LISTENING TO MUSIC. IN NO EVENT WILL THE COMPANY BE LIABLE FOR PSYCHOLOGICAL DAMAGE ASSOCIATED WITH LISTENING TO DISTURBING MUSIC CONTENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

9. INDEMNITY.

You agree to indemnify and hold the Company and its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of:

  • (i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement;
  • (ii) your use of the Services or the Web Site in violation of this Agreement; or
  • (iii) or your violation of any law or the rights of a third party.

You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against the Company for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Web Site or the Services.

 

10. USE OF WEB SITE CONTENT.

All Content on the Web Site, is the proprietary property of 1) the Company or its licensors and 2) the Web Site users. Subject to the terms of this Agreement, no Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of the Company or the owner of the Content. Except where it is otherwise set forth in this Agreement, any use of the Content is strictly prohibited. All trademarks, logos, trade dress and service marks on the Web Site are trademarks or registered trademarks of the Company or its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

 

9. DISCLAIMER OF WARRANTIES.

The Company is not responsible for any incorrect or inaccurate Content published on the Web Site or in connection with the Services, including Content published by users of the Web Site or the Services. The Company is not responsible for the conduct, whether online or offline, of any user of the Web Site. The Web Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Web Site or the Services. The Company is 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, including injury or damage to any person’s computer related to or resulting from participating or downloading materials in connection with the Web Site or the Services. Under no circumstances will the Company be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Services, the Web Site or any Content published on the Web Site. THE WEB SITE, THE SERVICES AND THE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

 

10. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, U.S.A., without reference to conflicts of law provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Hartford, Connecticut, in accordance with Connecticut Chapter 909 Arbitration Proceedings: (Sec. 52-408) “Agreements to arbitrate” and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Connecticut, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees.

Connecticut Chapter 909 Arbitration Proceedings: Sec. 52-408. Agreements to arbitrate: An agreement in any written contract, or in a separate writing executed by the parties to any written contract, to settle by arbitration any controversy thereafter arising out of such contract, or out of the failure or refusal to perform the whole or any part thereof, or a written provision in the articles of association or bylaws of an association or corporation of which both parties are members to arbitrate any controversy which may arise between them in the future, or an agreement in writing between two or more persons to submit to arbitration any controversy existing between them at the time of the agreement to submit, or an agreement in writing between the parties to a marriage to submit to arbitration any controversy between them with respect to the dissolution of their marriage, except issues related to child support, visitation and custody, shall be valid, irrevocable and enforceable, except when there exists sufficient cause at law or in equity for the avoidance of written contracts generally.

 

11. CREDIT HOLDS.

Please be advised that if we receive any claim or threat or a claim that is related to your use of the Services, we may put a “hold” on any account you have with us, including any monies held on your behalf.

 

12. FUTURE CHANGES TO TERMS OF AGREEMENT:

This Agreement sets forth the entire agreement between you and the Company pertaining to your use of the Web Site and the Services. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the new effective date. Your continued use of the Services or the Web Site after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revised Agreement, do not use or access the Services or the Web Site. It is your responsibility to regularly review this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. The Company’s failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision.

 

Please read the following carefully.

BY ENTERING YOUR NAME AND DETAILS AND CLICKING ON THE “I AGREE” BUTTON BELOW, YOU (OR THE PARTY YOU ARE AUTHORIZED TO REPRESENT) WILL BECOME A PARTY TO, AND WILL BE BOUND BY THIS AGREEMENT, INCLUDING ALL THE SEPARATE TERMS AND CONDITIONS THAT GOVERN SERVICES PROVIDED BY US AND ARE INCORPORATED HEREIN AS SET FORTH ABOVE. THESE TERMS AND CONDITIONS, WHEN ACCEPTED BY YOU (WHETHER AS AN INDIVIDUAL, OR IF APPLICABLE, ACTING AS THE AUTHORIZED LEGAL REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, COMPANY OR CORPORATION) AND US SHALL CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US (THE “AGREEMENT”). PLEASE READ THE TERMS AND CONDITIONS CAREFULLY FOR THE VARIOUS SERVICES PROVIDED BY US. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW. NOTE THAT THIS DATE MAY OR MAY NOT BE THE DATE THAT YOU ACTUALLY PURCHASE ONE OR MORE SERVICES FROM US. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON “CANCEL” AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.

 

Authorization:

You hereby appoint us as your authorized representative for the sale and distribution of your Recordings as provided herein. The rights that are granted by you to us are nonexclusive and are worldwide. Accordingly, you hereby grant to us the non-exclusive right, during the Term to:

  • Reproduce and convert Recordings into Digital Masters.
  • Perform and make available for promotional purposes, portions of Recordings (“Clips”) by “streaming” to promote the sale and distribution of Digital Masters;
  • Identify and register your Digital Masters through the use of digital fingerprinting technology (e.g., the “Audible Magic technology), in order to help protect your Digital Masters from piracy and unauthorized duplication;
  • Identify your recorded music files through the use of digital fingerprinting technology (e.g., the “Audible Magic technology), in order to determine whether the music recording is original in nature and to determine if the music artist has previously submitted said music recording.
  • Use and distribute Copyright Management Information as embodied in a Digital Master;

NOTE: If a song qualifies for Mass Exposure, we will require further authorizations which relate to the public performance of your recordings as well as the metadata, artwork and lyrics associated with your recordings. These authorizations will be covered under a separate legal agreement.

 

Term of Service and Termination:

The term of Service shall commence on the date your register on the Web Site and shall continue until either: (a) terminated by you or (b) terminated by us in the event that you have operated outside the terms of agreement of this Web Site.

 

 

 

 

 

SECTION B:

Terms and Conditions for Reviewers:

 

Now, to the legally binding terms of use for Reviewers:

“YOU” THE ‘USER” (REVIEWER) AND ISONGU.COM (THE “COMPANY”, “WE” OR “US”) AGREE THAT YOUR ACCESS TO AND USE OF THE ISONGU.COM WEB SITE (THE “WEB SITE”), IS SUBJECT TO YOUR AGREEMENT TO THE TERMS AND CONDITIONS LISTED BELOW, WHICH WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY (THE “AGREEMENT”). THE COMPANY IS WILLING TO ALLOW YOU ACCESS TO THE WEB SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. THESE TERMS AND CONDITIONS SUPERCEDE ANY ADVERTS AND/OR INFORMATION DISPLAYED ON THE WEBSITE OR IN OTHER MEDIUMS. AFTER READING THE TERMS, IF YOU AGREE TO THEM, PLEASE INDICATE YOUR DECISION BY CLICKING ON “I AGREE” AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON “I DO NOT AGREE” AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.

 

1. REGISTRATION.

In order to gain access to the services (the “Services”) offered by the Web Site, you will need to register as a user. Either you or the Company may terminate your user registration at any time. Upon termination of your registration as a “user”, you will no longer be allowed access to the Web Site or the Services offered through the Web Site. You represent that all information you provide during the registration process and at any time thereafter (“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. The Company may use all Registration Information, subject to Company’s compliance with the Company Privacy Policy that can be found in Appendix 1: PRIVACY POLICY below. This Agreement includes terms and conditions set forth in the Privacy Policy. By indicating your agreement to this Agreement, you are consenting to have your personal data used by the Company as set forth in the Privacy Policy.

 

3. AGE RESTRICTIONS.

Individuals under the age of 13 are prohibited from accessing the Web Site without verified parental consent furnished to Company in accordance with the Children’s Online Privacy Protection Act of 1998. You hereby represent and warrant that you are 14 years of age or older. SOME AREAS OF THE WEB SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

4. PUBLISHING OF CONTENT.

The Service provides Reviewers with the ability to review songs (rate songs with a score between 1 and 100, and to occasionally provide written reviews on said songs).

You hereby acknowledge and agree that you are solely responsible for and in complete ownership of all reviews that you post or publish on the Web Site, including without limitation music reviews, comments and any other materials (“Content”). You represent, warrant and agree that no Content submitted by you or through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You represent and warrant that you have all legal rights necessary to publish any Content on the Web Site; or that you own such Content. You hereby acknowledge and agree that Company shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your Content for any reason and at its sole discretion. If Content is uploaded by a user that has previously been uploaded by a previous user, the content uploaded secondly will be removed.

5. USE OF WEB SITE AND SERVICES.

You understand that the Services and the Web Site are available for your personal use only. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals.

You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and any third party, you understand and agree that we are under no obligation to become involved. In the event that you have a dispute with a third party including other members of the Web Site, you hereby release the Company, its officers, employees, agents and successors in rights 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 such dispute and / or our Services. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

In using the Web Site, we ask that:

  • (a) You do not upload, post, 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;
  • (b) You do not impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person, musical act or entity;
  • (c) You do 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;
  • (d) You do not upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code. We prohibit files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  • (e) You, the reviewer agree not to create alias reviewers/ multiple alias reviewer accounts in order to help a music artist reach the minimum 80 reviewers needed to achieve 500,000+ reviews (should their song qualify for Mass Exposure).
  • (f) A reviewer account may become valuable due to recurring dividend payments. You, the reviewer, agree not to sell or barter or lease your reviewer account to another reviewers or third parties.
  • (g) You do not use or attempt to use another user’s account, without authorization from the Company, or create a false identity using the Services or the Web Site.
  • (h) You, the reviewer agree not to share your account details, including passwords, with friends, family and fans that you have invited to complete reviews on your behalf.
  • (n) You agree that the reviewers email username and PayPal email address used for ecommerce transactions are the same email address: The two are inextricably linked and cannot be changed.
  • (u) If a reviewer’s account becomes inactive for over 2 years or if a Music Artist’s account generates bogus reviews or unacceptable content, the Web Site reserves the right to close the reviewer’s account.

 

SONG PURCHASES: (APPLICABLE TO MUSIC ARTISTS & REVIEWERS)

If you purchase/ download music files from the Web Site, you agree to use any music files that you purchase/ download in compliance with the following Usage Rules:

  • (a) You shall be authorized to use the music files only for personal, noncommercial use;
  • (b) You may not combine a music file with any video or image file to create a multimedia work without authorization from isongU;
  • (c) You may not use a music file as a musical “ringer” in connection with a phone or phone calls;
  • (d) The download and copy of a music file does not transfer to you any commercial or promotional use rights in the music file; and
  • (e) You agree that your download and copy of music files constitutes your acceptance of and agreement to the Terms and Conditions of Use and these Usage Rules, and that any use of the music files other than in accordance with these Usage Rules may constitute a copyright infringement.

The Company reserves the right to modify the Usage Rules at any time.

 

If you purchase/ download music files from the Web Site, you agree to the following rules surrounding the purchase/ download of said music files:

 

  • (a) The purchase of a music file on the Web Site may result in the music file being delivered as a non-lossless digital downloaded music file (such as an MP3).
  • (b) When music files are purchased on the Web Site, the music files may be professionally recorded to ensure recording quality when said music file is identified as being in Mass Exposure at the time of purchase. However, if the song that is purchased was identified as being in the Qualification Filter Section at the time of purchase, we do not guarantee the sound quality in terms of whether it is professionally recorded. The music file delivered to you is exactly the same as the music file delivered onto us by the band itself. (Note: Music sales in the Qualification process are designed to help out the poorest, struggling bands with 80% of the song’s price going to the band. That is why these songs are sold at a premium.)
  • (c) If we provide you with contact details for the band/ musical act, such as the band’s email, we are giving you the contact details we have on file. We are not responsible if said contact information for the band/ musical act is incorrect.
  • (d) If you contact the band/ musical act for complimentary demos or live versions or lossless versions or replacement versions of the music file you purchased from our Web Site, we are not responsible for the delivery of these additional music files. We are only responsible for delivery of the original music file that was delivered to us by the music artist that created the music file that you purchased from our website. Subsequent to the successful purchase of said original music file, we are not liable for any interactions or legal disputes that take place between you (the purchaser) and music artist that created the music file in question.

The Company reserves the right to modify the Rules surrounding the purchase/ download of music files at any time.

6.  LIMITATIONS OF WEB SITE PERFORMANCE.

At isongU, Mass Exposure is a mathematical certainty. However, this mathematical certainty of Mass Exposure (guaranteeing 500,000+ listeners over 1 year) is based on these conditions:

 

  1. j) You, the music artist, must have a minimum number of music reviewers established by the Web Site, and  each of these music reviewers must complete a minimum number of music reviews per month, established by the website
  2. k) That we, isongU, must have a sufficient number of music artists to deliver a constant stream of songs into our Qualification Filter Stages, sufficient to generate 1,000,000 reviews minimum over 24 months for any song that qualifies for Mass Exposure.
  3. l) That the minimum number of music artists required to satisfy (b) above; this minimum number of music artists must also satisfy condition (a) above.
  4. m) That a music file that enters Mass Exposure shall spend a full 24 months in Mass Exposure if necessary to achieve 1,000,000+ reviews.
  5. n) That you, the music artist have not cheated the qualification system in any way. We reserve the right to remove music files and music artists for behavior that breaks or circumvents the rules of the Web Site.
  6. o) That you, the music artist, completely own the rights to the music file in Mass Exposure.
  7. p) While we will take every precaution to ensure music artists own the music files entering Mass Exposure, we may find music files in violation of copyright subsequent to entering Mass Exposure. When a music file is found to be in violation of copyright, it may be ejected from Mass Exposure even after spending time in Mass Exposure. Said music file is not guaranteed any number of listeners.
  8. q) We do not guarantee song sales for songs in the Qualification Filters or Mass Exposure. The number of listeners that will buy songs is indeterminate.
  9. r) We do not accept responsibility for any events or transactions that occur after we post messages on other social media sites, provided we do not post vile content of other social media sites.

 

Layman’s Translation:

In reality, once the accelerator begins generating mass reviews, the 1,000,000 reviews over 24 months for songs that qualify for Mass Exposure will be readily achieved (will be a mathematical certainty) due to the scalability of our multi-stage qualification filters.

 

  1. LIMITATION OF DIVIDEND PAYMENTS TO ACTIVE USERS:
  2. c) Every time a user completes a number of music reviews, said user receives the means to invite a new music artist to the Web Site. If said new artists registers with the Web Site and becomes active by uploading songs and building a teams of reviewers of sufficient size, said user that invited the artist will gain a dividend on all revenues from song sales said music artist ever makes in mass exposure, but only as long as the reviewer that invited said new music artist remains active by completing a minimum of 12 reviews per year

.

  1. d) Every time a user completes a number of music reviews, said user receives the means to invite a new music artist to the Web Site. If said new artists registers with the Web Site and becomes active by uploading songs and building a teams of reviewers of sufficient size, not only will said user that invited the artist will gain a dividend on all revenues from song sales said music artist ever makes within isongU, the music artist to which the user is affiliated will also gain a dividend on all song sales revenues said music artist ever makes within isongU but only as long as said music artist (to which said user is affiliated) remains active by uploading a minimum of 2 songs per year

 

8. LIMITATION OF LIABILITY.

IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICES, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICES; AND (B) TEN DOLLARS ($10). IN NO EVENT WILL THE COMPANY BE LIABLE FOR HEARING LOSS ASSOCIATED WITH LISTENING TO MUSIC. IN NO EVENT WILL THE COMPANY BE LIABLE FOR PSYCHOLOGICAL DAMAGE ASSOCIATED WITH LISTENING TO DISTURBING MUSIC CONTENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

9. INDEMNITY.

You agree to indemnify and hold the Company and its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of:

  • (i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement;
  • (ii) your use of the Services or the Web Site in violation of this Agreement; or
  • (iii) or your violation of any law or the rights of a third party.

You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against the Company for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Web Site or the Services.

 

10. USE OF WEB SITE CONTENT.

All Content on the Web Site, is the proprietary property of 1) the Company or its licensors and 2) the Web Site users. Subject to the terms of this Agreement, no Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of the Company or the owner of the Content. Except where it is otherwise set forth in this Agreement, any use of the Content is strictly prohibited. All trademarks, logos, trade dress and service marks on the Web Site are trademarks or registered trademarks of the Company or its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

 

9. DISCLAIMER OF WARRANTIES.

The Company is not responsible for any incorrect or inaccurate Content published on the Web Site or in connection with the Services, including Content published by users of the Web Site or the Services. The Company is not responsible for the conduct, whether online or offline, of any user of the Web Site. The Web Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Web Site or the Services. The Company is 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, including injury or damage to any person’s computer related to or resulting from participating or downloading materials in connection with the Web Site or the Services. Under no circumstances will the Company be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Services, the Web Site or any Content published on the Web Site. THE WEB SITE, THE SERVICES AND THE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

 

10. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, U.S.A., without reference to conflicts of law provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Hartford, Connecticut, in accordance with Connecticut Chapter 909 Arbitration Proceedings: (Sec. 52-408) “Agreements to arbitrate” and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Connecticut, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees.

Connecticut Chapter 909 Arbitration Proceedings: Sec. 52-408. Agreements to arbitrate: An agreement in any written contract, or in a separate writing executed by the parties to any written contract, to settle by arbitration any controversy thereafter arising out of such contract, or out of the failure or refusal to perform the whole or any part thereof, or a written provision in the articles of association or bylaws of an association or corporation of which both parties are members to arbitrate any controversy which may arise between them in the future, or an agreement in writing between two or more persons to submit to arbitration any controversy existing between them at the time of the agreement to submit, or an agreement in writing between the parties to a marriage to submit to arbitration any controversy between them with respect to the dissolution of their marriage, except issues related to child support, visitation and custody, shall be valid, irrevocable and enforceable, except when there exists sufficient cause at law or in equity for the avoidance of written contracts generally.

 

11. CREDIT HOLDS.

Please be advised that if we receive any claim or threat or a claim that is related to your use of the Services, we may put a “hold” on any account you have with us, including any monies held on your behalf.

 

12. FUTURE CHANGES TO TERMS OF AGREEMENT:

This Agreement sets forth the entire agreement between you and the Company pertaining to your use of the Web Site and the Services. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the new effective date. Your continued use of the Services or the Web Site after any such changes constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revised Agreement, do not use or access the Services or the Web Site. It is your responsibility to regularly review this Agreement. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. The Company’s failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision.

 

Please read the following carefully.

BY ENTERING YOUR NAME/ EMAIL AND DETAILS AND CLICKING ON THE “I AGREE” BUTTON PROVIDED, YOU (OR THE PARTY YOU ARE AUTHORIZED TO REPRESENT) WILL BECOME A PARTY TO, AND WILL BE BOUND BY THIS AGREEMENT, INCLUDING ALL THE SEPARATE TERMS AND CONDITIONS THAT GOVERN SERVICES PROVIDED BY US AND ARE INCORPORATED HEREIN AS SET FORTH ABOVE. THESE TERMS AND CONDITIONS, WHEN ACCEPTED BY YOU (WHETHER AS AN INDIVIDUAL, OR IF APPLICABLE, ACTING AS THE AUTHORIZED LEGAL REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, COMPANY OR CORPORATION) AND US SHALL CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US (THE “AGREEMENT”). PLEASE READ THE TERMS AND CONDITIONS CAREFULLY FOR THE VARIOUS SERVICES PROVIDED BY US. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON PROVIDED.  IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON “CANCEL” AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.

 

Term of Service and Termination:

The term of Service shall commence on the date your register on the Web Site and shall continue until either: (a) terminated by you or (b) terminated by us in the event that you have operated outside the terms of agreement of this Web Site.

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