2. REGISTRATION INFORMATIONYou agree to provide accurate, true, and complete information about yourself as prompted by the Service registration process (such information being the "User Data"). You further agree that, in providing such User Data, you will not knowingly omit or misrepresent any facts and that you will promptly enter corrected or updated User Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service, as applicable. Once you subscribe to the Service, you shall receive a unique password in connection with your account. You agree that you will not allow another person to use your password to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your password and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your password, or your authorization to allow another person to access and use the Service. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
5. MODIFICATIONSongladder may add, delete or modify any features, content, or media offered by our Service and/or any of the terms and conditions contained in this Agreement at any time in our discretion. If any modification is unacceptable to you, you must stop using the Service. Unless otherwise specifically set forth in our notice, all changes shall be effective upon the date we notify you of the same ("effective date"). Your continued use of the Service following the effective date will constitute your binding acceptance of and agreement to be bound by the changes specified therein. You should check back frequently and review the terms and conditions of this Agreement on a regular basis so you know the current rights and obligations that apply to you and the terms and conditions of your agreement with Songladder. If any new content/products/services become available, they will be considered a part of the Service and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party information, software or other services.
4. TECHNOLOGICAL AND USE LIMITATIONS4.1 Songladder will make reasonable efforts to keep the Songladder Site operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of Songladder may, from time to time, result in temporary service interruptions. Songladder also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that Songladder shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.
4.2 You agree not to (i) record, reproduce, retransmit, redistribute, disseminate, sell, rent, lend, broadcast, adapt, sub-license or circulate the music content to any third party, exploit any such Content for commercial reasons without the express written consent of Songladder.
4.3 You agree not to disclose or share your password with any third party.
4.4 Due to the fact that the Songladder website service is designed for personal use, you are prohibited from the use of an automated system for the streaming of files.
4.5 You are prohibited from attempting to violate the security of the Service, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Service or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
4.6 Songladder derives its rights to use the media offered on the Service from artists and other third parties and, sometimes, for limited methods of distribution, or for limited territories. As well, Songladder is sometimes required to remove media from the Service for legal or commercial reasons. Therefore, certain media offered or advertised by Songladder may be available on a temporary basis.
4.7 Songladder may make available to you, from time to time, software and software updates for your use in connection with the Service (any and all such software and software updates, individually and collectively, the "Software"). The Software is licensed, not sold, to you by Songladder. All rights associated with the Software not expressly granted to you hereunder are hereby reserved. You may not sell, rent, lease, lend, loan, distribute or sub-license the Software or otherwise assign any rights to the Software in whole or in part. We may discontinue some or all of any Software we provide, and we may terminate your right to use any Software at any time and in such event may modify it to make it inoperable.
4.8 Songladder maintains the right to terminate your access to the Service if Songladder believes that you are violating any of the limitations listed in this section.
5. INTELLECTUAL PROPERTY5.1 Only you may access the Service using your IDs, unless otherwise agreed to in writing by Songladder. The content available through the Service is the property of Songladder or its licensors and is protected by copyright and other intellectual property laws. Content received through the Service may be viewed, used and played for your personal, non-commercial use only. You agree not to reproduce, retransmit, distribute, disseminate, sell, broadcast, perform, make available to third parties or circulate the content received through the Service to anyone or to exploit any such content for commercial or noncommercial purposes without the express prior written consent of Songladder. You further agree not to make use of the Content in a manner that would infringe the copyright therein.
5.2 You acknowledge that Songladder retains ownership of the Service and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or its contents, and Songladder reserves all rights not expressly granted hereunder. You shall promptly notify Songladder in writing upon your discovery of any unauthorized use or infringement of the Service (or its contents) or Songladder's patent, copyright, trade secret, trademarks or other intellectual property rights. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.
5.3 By posting messages, graphic-based images, submitting reviews, suggesting written ideas or engaging in any other form of text communication through the Service (collectively referred herein as "Written or Graphic-Based User Material"), you are not forfeiting any ownership rights in such Written or Graphic-Based User Material and you continue to retain all of the same ownership rights. By submitting or posting Written or Graphic-Based User Material, you irrevocably grant Songladder a fully-paid, royalty-free, sub-licensable, transferable license to use, display, reproduce, distribute, modify, delete from, add to, prepare derivative works of, publish any such content and all intellectual property rights associated therewith, through the world in any media formats and any media channel now know of hereinafter devised for any promotional or commercial purposes, during the full term of copyright and all renewals and extensions thereof, without any obligation to make any payment to you or others or to give you credit. In the event Songladder decides to give you credit, at Songladder's sole discretion, you further grant Songladder the right to use your name and likeness under the license contain in this paragraph in association with your Written or Graphic-Based User Material and the promotion and advertising thereof. You also waive any right to inspect or approve any final product.
5.4 By submitting or posting the Written or Graphic-Based User Material, you represent and warrant that you own the Written or Graphic-Based User Material. You also represent and warrant that the posting of your Written or Graphic-Based User Material does not violate any right of any party, including privacy rights, publicity rights, and intellectual property rights. By submitting or posting the Written or Graphic-Based User Material, you agree that your submission of the Written or Graphic-Based User Material does not in any way implicate you as an employee, agent, or partner of Songladder. You finally agree to comply with Songladder's community rules. By submitting or posting the Written or Graphic-Based User Material, you further forever release and discharge Songladder, its affiliates, advertising agency, successors, assigns and their respective officers, employees, agents from any and all claims, actions and demands arising out of, or in connection with, the use of your Written or Graphic-Based User Materials, your name and biographical data, including, without limitation, any and all claims for invasion of privacy and libel. This release shall inure to the benefit of the assigns, licensees and legal representatives of Songladder.
6.2 Our website may include Written or Graphic-Based User Material which may be objectionable, unlawful, inaccurate, or inappropriate. Songladder does not endorse any User Material, and User Material does not reflect the opinions or policies of Songladder. We reserve the right, but have no obligation, to monitor User Material and to restrict or remove User Material that we determine, in our sole discretion, is inappropriate or for any other reason. In no event does Songladder assume any responsibility or liability whatsoever for any User Material, and you agree to waive any legal or equitable rights or remedies you may have against Songladder with respect to such User Material. Please report inappropriate User Material by emailing us at .
8. COPYRIGHT INFRINGEMENTIt is Songladder's policy to respect the intellectual property rights of its artists and content providers. If you are a copyright holder who believes that Songladder or one of its Services is hosting or linking directly to infringing copies of your work, please let us know. Pursuant to 17 United States Code 512(c)(3), notice of alleged copyright infringement should be sent to Songladder at the following address:
A notification of claimed copyright infringement must include the following:
- A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed;
- Specific identification of each copyrighted work claimed to have been infringed;
- A description of where the material believed to be infringed is located on Songladder's site (e.g. hyperlink);
- Contact information for the owner's party, such as a complete name, address, telephone number, and email address;
- A statement that the owner's party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that the owner's party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
9. PERSONAL DATAThe user personal data are restricted to Songladder internal use. Personal data are used for first contacts, and resulting registration and commercial relation management requirements. They may be submitted to sub-contracting companies contributing to these relations.
The compulsory or optional answer character is indicated in the forms. For lack of compulsory field information, Songladder will not be capable of processing the registration submitted by the user.
10. COOKIESThe user is informed that cookies may automatically be stored on his navigator software in order to save information relative to his navigation on the Site. Their life expectancy is of 3 months.
However, the user may choose to block the cookies or be informed before accepting them. The user is invited to refer to his navigator use conditions to proceed to said parameter settings.
11. HyperlinksThe hypertext link creations directing to the songladder.com site will only be authorized after Songladder preliminary approval of and on condition that i) the songladder.com site is accessible by the opening of a window, i) the source allowing to access to the contents is indicated.
12. Intellectual propertyAny element of the songladder.com site (texts, graphics, photos, images, drawings, names, logos, brands, creations and others protectable works, data bases, deposited or not, etc.) as well as the site itself, are protected by the Intellectual Property Code provisions and, outside France, by the copyright protection of any signer states of the Bern agreement.
Any visual element, deposited or not as a label or another title, mentioned or not by abbreviations ™, or ©, as well as presentation and contents of any product, press review and more generally any information mentioned on the Site is the exclusive Songladder property or property of third having concluded agreements with Songladder authorizing them to broadcast. The user has no right to reproduce or diffuse them whatever means it is except after the Songladder express preliminary approval.
It is forbidden to use and\or reproduce (except for site consultation needs on screen) and\or represent and\or modify and\or adapt and\or translate and\or copy and\or distribute, all or part of the site whatever the support is without the express and preliminary Songladder authorization.
Any not expressly authorized use can engage the civil and\or penal liability of the author. Songladder.com reserves the right to engage legal proceedings against any person who would not have respected this ban.
Any demand concerning the use of elements contained in the site must be sent to: .
Songladder as well as the associated logotypes are registered trademarks.
Songladder.com would not be considered responsible for any damages whatever the nature is, resulting from the contents and\or from the access and\or from the use of the site (and\or linked sites), especially in case of any program and\or data loss, any deterioration or virus which could infect the site user computer equipment.
Songladder.com does not guarantee a continuous or without any technical trouble access to the site and information contents.
Songladder.com is allowed, without advance notice, to modify or update the information published on the site and the site itself.
Virtual goods may be available through the Website and Service. SONGLADDER owns, has licensed, or otherwise has rights to use all of the virtual goods that appear in the Service. One virtual good are Ladder Beads, the "virtual currency" of the Service. Ladder Beads can be gained by actively listening to music and providing feedback. Songladder does not guarantee that Ladder Beads are rewarded through providing listener feedback. You can also purchase Virtual Goods through the Service with some "real world" money. A purchase of Virtual Goods only grants you a license to use those goods in the Service. When you place an order to purchase Virtual Goods from the Application, we may send you a confirmatory e-mail that will contain details of the items you have ordered. Please check that the details in the confirmatory e-mail are correct as soon as possible and maintain a copy of it for your records. Ladder Beads and other virtual goods are not real money or worth real money. Except as required by law, virtual goods are not redeemable for cash and cannot be exchanged, resold, or returned for a cash refund. Unused balances are not transferable. Songladder prohibits and does not recognize any purported transfers of virtual property effectuated outside of the Service, or the purported sale, gift or trade in the "real world" of anything that appears or originates in the Service, unless otherwise expressly authorized by Songladder in writing. Accordingly, you may not trade, sell or attempt to sell Ladder Beads or other virtual goods for "real" money, or exchange Ladder Beads or other virtual goods for value of any kind outside of the Service, without Songladder's written permission. Any such transfer or attempted transfer is prohibited and void, and will subject your account to termination. You agree to pay all fees and applicable taxes associated with virtual goods incurred by you or anyone using an Account registered to you. Songladder may revise the pricing for virtual goods offered through the Application at any time. YOU ACKNOWLEDGE THAT SONGLADDER IS NOT REQUIRED TO PROVIDE A REFUND AFTER A PURCHASE OF LADDER BEADS FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED LADDER BEADS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
14. DISCLAIMER OF WARRANTIESTHE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE APPLICATION OR ITS OPERATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Songladder AND ITS LICENSORS, AND ITS DISTRIBUTION AND SYNDICATION PARTNERS, DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. Songladder MAKES NO WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT THE WEBSITE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES Songladder MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE WEBSITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE WEBSITE. Songladder MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE WEBSITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE.
15. LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SONGLADDER, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT SONGLADDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
16. INDEMNIFICATIONYou agree to indemnify and hold the Protected Parties harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of or related to any content or information that you post or display on your Songladder user profile, your violation of this Agreement, or your violation of any law, regulation or third-party right.
17. GOVERNING LAWThis Agreement shall be governed by the laws of the State of MA, United States of America, without regard to or application of any choice of law or conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in Boston, in the State of Massachusetts. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. If either Songladder or you employ any attorneys to enforce any rights arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
18. OTHER IMPORTANT PROVISIONS18.1 No delay or failure to take action under this Agreement shall constitute any waiver by Songladder of any provision of this Agreement.
18.2 THE ENTIRE RISK ARISING OUT OF THE USE AND/OR PERFORMANCE OF THE SONGLADDER WEBSITE REMAINS WITH YOU. IN NO EVENT SHALL Songladder OR ITS PARENTS, MEMBERS, LICENSORS, SUBSIDIARIES, PARTNERS, AFFILIATES, SERVICE PROVIDERS, INVESTORS, SYNDICATORS, DISTRIBUTORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES (COLLECTIVELY THE "PROTECTED PARTIES") BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE ANY FEATURES, EVEN IF Songladder HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, BUT THEY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ANY PROTECTED PARTY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT OR VIRTUAL GOOD.
18.3 Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section.
18.4 If any provision of this Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Songladder may assign this agreement as it deems appropriate for any reason at any time. This Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void. This Agreement constitutes the complete and exclusive agreement between Songladder and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.
18.5 You shall not use the Service in any manner contrary to local, state or federal law. Songladder expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law.
18.6 Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.
18.7 If this Agreement or any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
18.8 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.
18.9 You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception.
18.11 Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) (subject to any shorter limitation applicable pursuant to Section 6.9 above) and you hereby waive any longer statute of limitations that may be permitted by law.
18.12 To the extent it may be applicable, you agree with us to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act.
18.13 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.