terms of use

Last Updated: March 1, 2016

This Terms of Use Agreement (“Agreement”) is an agreement between you (“you” or “user”) and SoundExchange, Inc. (“SoundExchange”). The Agreement governs your access and use of soundexchange.com and its web pages, interactive features such as SoundExchange Direct, SoundExchange Licensee Direct, applications, and respective contents, and the SoundExchange IRSC Search Site at isrc.soundexchange.com, whether accessed via computer, mobile device or other technology (collectively, the “Sites”). When you use the Sites, you agree to the terms and conditions that follow. If you do not agree to these terms and conditions, you should immediately cease use of the Sites.

If you are under the age of eighteen (18), you represent that you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into this Agreement or use these Sites and fulfill the obligations set forth in this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITES.

Changes to this Agreement  

SoundExchange reserves the right, at its sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such changes and/or modifications shall become effective immediately upon the posting thereof. The “Last Updated” date at the top of this Agreement will indicate when the latest modifications were made. Please review the terms and conditions periodically. Your continued use of the Sites following the posting of changes and/or modifications will constitute your acceptance of the revised terms and conditions.

Privacy  

In addition to these terms and conditions, please review SoundExchange’s Privacy Policy, which also governs your use of the Sites.

Ownership of Intellectual Property  

The Sites (including all content and features) (“Content”) are the property of SoundExchange or its licensors and are protected by copyright, trademark, and other laws of the United States and other countries. You will not obtain any ownership interest in the Content or the Sites through this Agreement or otherwise. Absent SoundExchange’s express written consent no portion of the Content may be used for any purpose other than personal, noncommercial use and all users must maintain all copyright and other notices contained in such Content. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any Content to any third party (including, without limitation, the display and distribution of the Content via a third-party website) without the express prior written consent of SoundExchange. The foregoing prohibition includes, but is not limited to, the practice of embedding SoundExchange website pages (or parts thereof) in “frames” or other pages offered from other sites, and “mirroring” Content from the Sites on a server other than that operated by SoundExchange. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the Content in any way at any time. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.

Links to Third Party Sites  

The Sites include links to other sites operated by third parties. The appearance of these links does not constitute endorsement by SoundExchange, its officers or directors of the opinions or views expressed by these linked websites and SoundExchange does not verify, endorse, or take responsibility for the accuracy, currency, completeness or quality of the content contained in these sites. Furthermore, SoundExchange is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised by such sites. As such, neither SoundExchange nor its officers or directors, will be responsible for any errors or omissions or for the results obtained from the use of the information contained in these sites. To the extent that these sites collect personal information or postings from end users, be advised that in no event shall SoundExchange assume or have any responsibility or liability for the manner in which such information or postings are exploited or for any claims, damages, or losses resulting from the use and/or appearance of the information on these sites. Additionally, you should consult these other sites’ privacy policies regarding their use of your information.

SoundExchange Licensee Direct

SoundExchange does not make determinations as to whether each of the many services performing sound recordings (“Services”) that rely on the statutory licenses under Sections 112 and 114 of the Copyright Act is eligible for statutory licensing, nor does it continuously verify that such Services are in full compliance with all applicable requirements. Accordingly, SoundExchange’s acceptance of a Service’s payment does not express or imply any acknowledgment that a Service is or has been eligible to make use of the statutory licenses or is in compliance with the requirements of the statutory licenses. By accepting payment, SoundExchange is not waiving any claims, including but not limited to claims that the Service is ineligible for or non-compliant with the statutory license, that payment is partial or incomplete, or that payment is based on a miscalculation of royalties owed. The failure to submit compliant payments or statements of account on time may subject a Service to late fees. Moreover, the failure to comply with the terms of the statutory license may expose a service to significant risk of liability for copyright infringement.

Each Service using SoundExchange Licensee Direct shall be solely responsible for the accuracy and completeness of all information submitted. To the extent that SoundExchange provides a Service with any data or information related to sound recordings, including, but not limited to International Standard Recording Codes (“ISRCs”) (collectively, the “SoundExchange Data”), use of such SoundExchange Data shall be restricted to the Service, or the authorized agent engaged by the Service to provide reports of use to SoundExchange pursuant to the Code of Federal Regulations, solely to provide more accurate reports of use to SoundExchange and for no other purpose. In addition, SoundExchange provides all SoundExchange Data “as is”, and makes no warranties, express or implied, and specifically disclaims all warranties of any kind, including any warranty of merchantability, fitness for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance and with respect to the SoundExchange Data.

A service may not rely on any errors, glitches, bugs, or other malfunctions associated with SoundExchange Licensee Direct, and shall have an affirmative obligation to report any errors, inconsistencies or other defects related to SoundExchange Direct to SoundExchange. Each service is solely responsible for making payments and submitting statements of account and reports of use that comply with applicable law and regulations.

SoundExchange ISRC Search Site

You may use the data contained in the ISRC Search Site solely to enable you to uniquely identify sound recordings, and more accurately report on your use of sound recordings. You may not systematically or automatically collect, scrape, harvest, or use other means to copy data from the ISRC Search Site. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate any content found on the ISRC Search Site to any third party (including, without limitation, the display and distribution of such content via a third-party website). The foregoing prohibition includes, but is not limited to, the practice of embedding the ISRC Search Site (or parts thereof) in “frames” or other pages offered from other sites, and “mirroring” content from the ISRC Search Site on a server other than that operated by SoundExchange. You further agree that you will not disassemble, decompile, reverse engineer or otherwise modify the content in any way at any time.

Disclaimers and Limitations of Liability  

Your use of the Sites is at your sole risk. SoundExchange provides the Sites on an “as is” and “as available” basis. SoundExchange reserves the right to restrict or terminate your access to the Sites at any time. The material contained on the Sites is subject to change without notice. SoundExchange makes no warranties, express or implied, and specifically disclaims all warranties of any kind, including any warranty of merchantability, fitness for a particular purpose, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance. Further, SoundExchange does not warrant that access to or use of the Sites will be uninterrupted or error-free, that defects will be corrected, that the Sites or the server that makes it available are free of viruses or other harmful components or that information accessible via the Sites will be complete, accurate, or timely. To the fullest extent permissible under applicable law, you understand and agree that SoundExchange shall not be liable for any direct, indirect, incidental, special, consequential, punitive, exemplary or any other damages relating to or resulting from your use or inability to use the Sites or from any actions SoundExchange takes or fails to take as a result of electronic mail messages and/or other electronic submissions you send SoundExchange. These include damages relating to errors, omissions, down time, interruptions, defects, delays, computer viruses, your loss of profits, loss of data, unauthorized access to and alteration of your transmissions and data, and other tangible and intangible losses. This limitation applies regardless of whether the damages are claimed under the terms of a contract, as the result of negligence or otherwise, and even if SoundExchange or our representatives have been negligent or have been advised of the possibility of such damages.

Indemnification

You agree to indemnify, defend and hold harmless SoundExchange against all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys’ fees, resulting or arising from or relating to your use of the Sites, your breach of this Agreement, your infringement or violation of any rights of another, or termination of your access to the Sites.

Usage; Termination of Usage

If you provide information on the Sites, you agree to provide true, accurate, current and complete information about yourself as prompted by the Sites. If you provide any information that is false, inaccurate, outdated or incomplete, or SoundExchange has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, SoundExchange has the right to suspend or terminate your account and prohibit any and all current or future use of the Sites (or any portion thereof) by you.

You agree to maintain and update the information about yourself as appropriate so that it remains accurate and current.

You agree to use the Sites only for lawful purposes, and that you are responsible for your use of the Sites. You agree not to use the Sites in any manner that interferes with its normal operation, its availability, or with any other user’s use and enjoyment of the Sites.

You agree not to upload, store, copy, transmit, or link to any software viruses, corrupted files, Trojan horses, spyware, malware, or other form of malicious software and content to SoundExchange websites, servers, and IT infrastructure.

You agree not to take any action that puts unreasonably or significantly large amounts of data or network traffic load on the SoundExchange IT infrastructure or disrupts the functioning of SoundExchange systems or services.

You agree not to upload, transmit, or link to sexually explicit material.

You agree to not systematically or automatically collect, scrape, harvest, or use other means to copy data from the SoundExchange websites without permission from SoundExchange.

SoundExchange makes no representation that Content contained on the Sites is appropriate for use in jurisdictions outside the United States, or that this Agreement complies with the laws of any other country. Visitors who use the Sites and reside outside of the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access the Sites from any territory where its contents are illegal, and that you, and not SoundExchange, are responsible for compliance with applicable local laws.

This Agreement is effective unless and until terminated by either you or SoundExchange. You may terminate this Agreement at any time, provided that you discontinue any further use of the Sites. SoundExchange also may terminate or suspend this Agreement, at any time, without notice, and accordingly deny you access to the Sites, for any reason, including without limitation, if in SoundExchange’s sole discretion you fail to comply with any term or provision of this Agreement or your use is harmful to the interests of another user of SoundExchange.

SoundExchange reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites (or any part thereof) with or without notice. Except as otherwise expressly stated in this Agreement, you agree that SoundExchange shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Sites.

You agree that SoundExchange may terminate or suspend your access to all or part of the Sites, without notice, for any conduct that SoundExchange, in its sole discretion, believes is in violation of this Agreement or any applicable law or is harmful to the interests of another user of SoundExchange.

Sections entitled Ownership of Intellectual Property; Disclaimers and Limitations of Liability; Indemnification; Usage, Termination of Usage; Applicable Law & Jurisdiction; and Miscellaneous shall survive any termination of this Agreement.

For SoundExchange sites or applications that require a user-created login ID and password, you should take reasonable efforts to create a password that is difficult for others to guess. Also, you should protect this information, keep it confidential and not share it with others. Each user should have his/her own login ID and password. Shared login credentials between users is not allowed.

You shall not attempt to access another SoundExchange user’s login credentials, data, or account without the other user’s permission.

You shall not attempt to mask or forge your IP address, headers, identifiers, or other data to disguise or hide the origin of your network connection or user account and actions.

Applicable Law & Jurisdiction

(a) The Sites are controlled and operated by SoundExchange from within the United States of America. The Company makes no representations or warranties that the content or materials of the Sites are appropriate or lawful in any foreign countries, or that any items or applications offered for sale or download through links on the Sites will be available outside the United States. Those who choose to access the Sites from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use or export or re-export any content downloaded from the Sites or any copy or adaptation of such content, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

(b) This Agreement shall be governed by the laws of the United States and the District of Columbia without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. The parties agree that any claim or dispute one party has against the other party arising under or relating to this Agreement (including claims in contract, tort, strict liability, statutory liability, or other claims) must be resolved exclusively by a court of competent jurisdiction, federal or state, located in District of Columbia, and no other court. Each party agrees to submit to the personal jurisdiction of such courts and to accept service of process from them.

Miscellaneous  

If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. All remedies whatsoever available are cumulative and non-exclusive. No waiver or failure to require performance in any instance shall act as a waiver or bar in any subsequent or other instance.

This Agreement, including the Privacy Policy and other policies incorporated herein, constitutes the entire Agreement between SoundExchange and each user of the Sites with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous agreements, representations, warranties, and understandings, written or oral, with respect to the subject matter of this Agreement.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or relating to use of the Sites or this Agreement must be filed within one (1) year after such claim or cause of action arose or will be forever barred. The “Disclaimers and Limitation of Liability” provisions of this Agreement are for the benefit of SoundExchange, and SoundExchange shall have the right to assert and enforce these provisions directly against you on its own behalf.

How to Contact SoundExchange  

If you have any questions about these terms and conditions, please contact us as follows: By E-mail: info@soundexchange.com

By mail: SoundExchange 733 10th Street, NW 10th Floor Washington, DC 20001