TheseTerms are a legally binding contract between you and Feed Music Inc. and/orFeed Music Pty Ltd (herein separately or collectively referred to as “FeedMusic,” “we,” “us” or “our”). Your access to and use of the Services is conditional on your acceptance of and compliance with these Terms.
If you do not agree with these Terms, you may not use our Services. We may update theseTerms from time to time in our discretion to modify, clarify, and/or terminate all or part of the Services.
If and when we do, we will update these Terms and may also send you an email or message about the changes. You may continue or discontinue using the Services at any time, subject to the terms of any otherAgreements you may have entered into with us or other users of the Services. Changes will be effective upon the posting of the changes unless otherwise specified.
You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.
Please note that Section 10 below (“Disputes with Feed Music”) contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions.
Use of the Services may involve transmission of data through your carrier or service provider’s network. You are responsible for all data usage and fees and charges you may incur from your carrier or service provider in connection with or related to your use of the Services.
1. Other Documents
Our Services connect people and businesses around the world, both online and offline, to facilitate mutually beneficial connections and transactions between three user groups: musical artists, brands/businesses, and music fans (collectively the “User Groups”), referred to hereunder respectively as “Artists”, “Brands” and “Fans”, and any configuration of any or all of those User Groups, either collectively or individually. Every Artist, Brand or Fan using any of our Services – and additionally visitors to the Site – agrees to and is bound by these Terms and our PrivacyPolicy (discussed below), and Artists, Brands and Fans will also be required to agree to additional terms as part of setting up their Accounts (these additional terms are referred to as “User Agreements”).Depending on which User Group you belong to and how you use the Services you will be required to follow the rules of engagement, and fulfil terms and conditions, provided in subsequent agreements that are furnished by us for purposes of regulating the relationships facilitated by the Services between members of the User Groups (“Offer Agreements”).
Offer Agreements may be bespoke or automated and may be between participants in one or more of the User Groups or may be between participants from any two, or all three, of the User Groups. Access to the User Agreements and the OfferAgreements is limited to members of User Groups who establish an Account with us as described in Section 3 below. TheseUser Agreements and Offer Agreements are part of our Terms, so be sure to read the ones that are applicable to you.
2. Your Privacy
3. Your Account with Feed Music
You may needto create an account with Feed Music to use certain of our Services (an“Account”). Here are a few rules about Accounts with Feed Music:
A.Age. You must be at least 18 years of age or the age of majority in thejurisdiction of your residence to establish an Account with us.
If you are at least 13 years of age but are not yet 18 or the age of majority, you may only use an Account established by your parent or legal guardian with their permission and under their supervision. By using the Services you warrant that you meet one of these criteria. Accounts established by a Brand can only be established by authorized employees or representatives of the Brand.
B. Be honest. Provide accurate information about yourself. Please do not use false information or impersonate another person, group of people or business through your Account.
C. Conduct. You may not use language that is offensive, vulgar, infringes someone’s intellectual property or privacy rights, or otherwise violates these Terms.
D.You are responsible for your Account.
You are solely responsible for any activity on your Account. If you share an Account with other people (e.g., if your Account is for an Artist that is a group of people), then the person associated with the email address used on the Account will ultimately be responsible for all activity. If you register on behalf of a Brand or on behalf of a multi-member Artist, you warrant and personally guarantee that you have the authority to agree to these Terms on behalf of the Brand or multi-member Artist.
E. Protect your password. Since y
ou are solely responsible for anyactivity on your Account, please keep your Account password secure.
F. Our relationship.
These Terms do not create anyagency, partnership, joint venture, employment, or franchisee relationshipbetween you, Feed Music, and/or any visitor to the Site or any member of anyUser Group, unless specified in a binding Offer Agreement.
4. Your Content
Content thatyou post using our Services is your content (“Your Content”). We do not makeany claim to it, which includes anything you post using our Services (like bandor brand names, pictures and photos, videos, usernames,etc.). Our Services allow you to post,link, store, share and otherwise make available certain information, text,graphics, videos, or other material.
A.Responsibility for Your Content.
Youunderstand that you are solely responsible for Your Content. You represent andwarrant that: (i) you have all necessary rights to all parts of Your Content,(ii) you are not infringing or violating any third party’s rights by posting it,(iii) Your Content will not cause you or us to breach any law, regulation,rule, code or other legal obligation, and (iv) the Content will not or couldnot be reasonably considered to be obscene, inappropriate, defamatory,disparaging of any person or group of people, indecent, seditious, offensive,pornographic, threatening, abusive, liable to incite racial hatred,discriminatory, blasphemous, fraudulent, false, or deceptive, in breach ofconfidence, or in breach of privacy.
B.Permission to Use Your Content
.By posting Your Content through our Services, you grant Feed Music and all usersof the Services (including without limitation visitors and members of any ofthe User Groups) a license to use it as otherwise described herein. We do notclaim any ownership to Your Content, but we have your permission to use it to help FeedMusic provide the Services.
C.Rights You Grant Feed Music.
Byposting Your Content, you grant Feed Music a non-exclusive, worldwide,royalty-free, irrevocable, sub-licensable, perpetual license to use, display,edit, modify, reproduce, distribute, store, and prepare derivative works ofYour Content. This allows us to provide the Services and to promote Feed Music, or theServices in general, in any formats and through any channels, including acrossany Feed Music Services, our partners, or third-party website or advertisingmedium. You agree not to assert any moral rights or rights of publicity againstus for using Your Content. You also recognize our legitimate interest in usingit, in accordance with the scope of this license, to the extent Your Contentcontains any personal information.
D.Reporting Unauthorized Content.
FeedMusic has great respect for intellectual property rights, and is committed tofollowing appropriate legal procedures to remove infringing content from theServices. If content that you own or have rights to has been posted to theServices without your permission and you want it removed, please follow thesteps listed in this section. (i) Copyright and the DMCA.
The Digital Millennium CopyrightAct of 1998 (the “DMCA
”)provides recourse for copyright owners who believe that material appearing onthe Internet infringes their rights under U.S. copyright law. If you believe ingood faith that materials on the Site or posted via the Services infringe yourcopyright, you (or your agent) may send us a notice requesting that thematerial be removed, or access to it blocked. We will process and investigatenotices of alleged infringement and will take appropriate actions under theDMCA and other applicable intellectual property laws with respect to anyalleged or actual infringement. Notices and counter-notices must meet the thencurrent statutory requirements imposed by the DMCA. Notices and counter noticeswith respect to the Site should be sent to us at:ByMail:FEEDMUSIC INC.79 Little Oxford St, Collingwood VIC 3066 ByEmail: email@example.comTobe effective, the notification must be in writing and contain the followinginformation:· an electronic or physicalsignature of the person authorized to act on behalf of the owner of thecopyright or other intellectual property interest;· a descriptionof the copyrighted work or other intellectual property that you claim has beeninfringed;· a descriptionof where the material that you claim is infringing is located on the Site, withenough detail that we may find it;· your address,telephone number, and email address;· a statementby you that you have a good faith belief that the disputed use is notauthorized by the copyright or intellectual property owner, its agent, or thelaw; and· a statementby you, made under penalty of perjury, that the above information in yourNotice is accurate and that you are the copyright or intellectual propertyowner or authorized to act on the copyright or intellectual property owner’sbehalf.If youbelieve that Your Content that was removed (or to which access was disabled) isnot infringing, or that you have authorization from the copyright owner, thecopyright owner’s agent, or pursuant to the law, to upload and use the contentin Your Content, you may send a written counter-notice containing the followinginformation to us:· your physical or electronicsignature;· identification of thecontent that has been removed or to which access has been disabled and thelocation at which the content appeared before it was removed or disabled;· a statement that you have a good faith belief that the content wasremoved or disabled as a result of mistake or a misidentification of thecontent; and· your name, address,telephone number, and email address, a statement that you consent to thejurisdiction of the federal courts located within New York County, New York, USA,and a statement that you will accept service of process from the person whoprovided notification of the alleged infringement.If a counter-noticeis received, we will send a copy of the counter-notice to the originalcomplaining party informing that person that wet may replace the removedcontent or cease disabling it in ten (10) business days. Unless the copyrightowner files an action seeking a court order against the content provider,member, or user, the removed content may be replaced, or access to it restored,in ten (10) to fourteen (14) business days or more after receipt of thecounter-notice, at our sole discretion.(ii) Repeat Infringer Policy
. We, in our sole discretion, maylimit or terminate access to the Services for users who are deemed to be repeatinfringers. We may also in our sole discretion limit or prevent access to theServices by any users who infringe any intellectual property rights of others,whether or not there is any repeat infringement.E. No Liability for Third-Party Content.
Under nocircumstances will we be liable in any way for any content uploaded by thirdparties or at the direction of users of the Services, including, but notlimited to, for any errors or omissions in any content, or for any loss ordamage of any kind incurred as a result of the use of any content uploaded oremailed via the Services. You acknowledge that we may not pre-screen content,but that we and our designees will have the right (but not the obligation) intheir sole discretion to refuse or remove any content that is available via theServices. You agree that you must evaluate, and bear all risks associated with,the use of any content, including any reliance on the accuracy, completeness,or usefulness of such content.
5. Your Use of Our Services
We grant you alimited, non-exclusive, non-transferable, and revocable license to use ourServices, subject to these Terms and the following restrictions in particular:
A.Don’t Use Our Services to Break the Law.
You agree that you will not violate any laws in connectionwith your use of the Services. This includes any local, state, federal, andinternational laws that may apply to you.
B.Pay Your Fees.
Youare responsible for paying all fees that you owe to Feed Music or to any otheruser in connection with agreements you have made with them, including withoutlimitation fees under User Agreements and/or Offer Agreements
You agree not to crawl, scrape, or spider any page ofthe Services or to reverse engineer or attempt to obtain the source code of theServices without our express permission. In addition, as an Account holder, you areprohibited from using the Services to obtain data or information about membersof User Groups for the purpose of transacting the sorts of business theServices contemplate outside of the Feed Music platform.
D.Don’t Try to Harm Our Systems.
Youagree not to interfere with or try to disrupt our Services, for example bydistributing a virus, excessive requests to our site or platform, or otherharmful computer code.
E.Follow Our Trademark Policy.
Thename "Feed Music" and the other Feed Music marks, phrases, logos, anddesigns that we use in connection with our Services (the “Feed Music Trademarks”)are trademarks, service marks, or trade dress of Feed MusicInc. and/or Feed Music Pty Ltd, either registered or unregistered in the US andother countries. Any use by you of theFeed Music Trademarks is subject to
the following guidelines, which you accept andagree to by using any of the Feed Music Trademarks[DJ2]
:· You must distinguish the Feed Music Trademark from the surrounding textin some way, including by capitalizing the first letter, capitalizing oritalicizing the entire mark, placing the mark in quotes, or useing a differenttype style or font for the Feed Music Trademark than you use for thesurrounding words.· If you use the Feed Music logo, you must use it as it exists; don’tremove, distort or alter any element of the logo.· Don’t copy or imitate Feed Music’s trade dress or logo.· Don’t display a Feed Music Trademark as the most prominent element onyour web page.· Don’t display a Feed Music Trademark in any manner that implies aspecial relationship or affiliation with, sponsorship, or endorsement by FeedMusic beyond the actual relationship, or that can be reasonably interpreted tosuggest editorial content has been authored by, or represents the views oropinions of Feed Music.· Don’t display a Feed Music Trademark on any website that contains ordisplays adult content, promotes gambling, involves the sale of tobacco oralcohol to persons under twenty-one years of age, or otherwise violatesapplicable law.· Don’t display a Feed Music Trademark in a manner that is misleading,unfair, defamatory, infringing, libelous, disparaging, obscene or otherwiseobjectionable to Feed Music (this is in no way meant to discourage opinion orcommentary).
Welove your suggestions and ideas! They can help us improve your experience andour Services. Any ideas or other materials you submit to Feed Music (notincluding Your Content or items you sell throughour Services) are considered non-confidential and non-proprietary to you. Yougrant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable,perpetual license to use and publish those ideas and materials for any purpose,without compensation to you.
6. Termination A.Termination By You.
We'dhate to see you go, but you may terminate your account with Feed Music at anytime from your account settings. Terminating your accountwill not affect the availability of some of Your Content that you postedthrough the Services prior to termination, and you are still required to fulfilthe terms and conditions of any Offer Agreements you have entered into.
B.Termination By Feed Music.
Wemay terminate or suspend your account (and any accounts Feed Music determinesare related to your account) and your access to the Services should we havereason to believe you, Your Content, or your use of the Services violate ourTerms. If we do so, you don’t have a contractual or legal right to continue touse our Services, including but not limited to the right to make or acceptoffers our Site. Generally, Feed Music will notify you that your account hasbeen terminated or suspended, unless you’ve repeatedly violated our Terms or wehave legal or regulatory reasons preventing us from notifying you.C. UponTermination. I
f you or Feed Music terminate your account, you may lose anyinformation associated with your account, including copies of Your Content.
D.We May Discontinue the Services.
FeedMusic reserves the right to change, suspend, or discontinue any of the Servicesfor you, any or all users, at any time, for any reason. We will not be liableto you for the effect that any changes to the Services may have on you,including your income or your ability to generate revenue through the Services.
These Termswill remain in effect even after your access to the Services is terminated, oryour useof the Service ends.
7. Warranties and Limitation ofLiability A.Content You Access.
We make no representations concerning anycontent posted by users through the Services. Feed Music is not responsible forthe accuracy, copyright compliance, legality, or decency of content posted byusers that youaccessed through the Services. You release us from all liability relating tothat content.
B.People You Interact With.
Youcan use the Services to interact with other users, either online or in person.However, you understand that we do not screen users of our Services other thanto meet certain compliance and legal obligations, and you release usfrom all liability relating to your interactions with other users. Please be carefuland exercise caution and good judgment in all interactions with others,especially if you are meeting someone in person.
OurServices may contain links to third-party websites or services that we do notown or control. You may also need to use a third party’s product or service inorder to use some of our Services (like a compatible mobile device to use ourmobile apps). When you access these third-party services, you do so at your ownrisk. The third parties may require you to accept their own terms ofuse. Feed Music is not a party to those agreements; they are solely between youand the third party.
YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS”AND WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLYDISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, ANDFITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSEOF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.E. NO GUARANTEE.WE DO NOT GUARANTEE THAT: (i) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANYPARTICULAR TIME OR LOCATION; (ii) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (iii)THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (iv) THERESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICESSOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIEDWARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.F. LIABILITY LIMITS.TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER FEED MUSIC, NOR OUR EMPLOYEESOR DIRECTORS SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FORANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISINGOUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL FEEDMUSIC’S AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED($100) US DOLLARS (USD) OR THE AMOUNT YOU PAID FEED MUSIC IN THE PAST TWELVEMONTHS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL ORCONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
We hope thisnever happens, but if Feed Music gets sued because of something that you did,you agree to defend and indemnify us. That means you’ll defend Feed Music(including any of our employees) and hold us harmless from any legal claim ordemand (including reasonable outside attorney’s fees) that arises from youractions, your use(or misuse) of our Services, your breach of these Terms, or you or youraccount’s infringement of someone else’s rights.We reserve theright to handle our legal defense however we see fit, even if you areindemnifying us, in which case you agree to cooperate with us so we can executeour strategy.
9. Disputes with Other Users; Release
If you findyourself in a dispute with another user of Feed Music’s Services or a thirdparty, we encourageyou to contact the other party and try to resolve the dispute amicably.You release FeedMusic from any claims, demands, and damages arising out of disputeswith other users or parties.
10. Disputes with Feed MusicPLEASEREAD THIS SECTION CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHERIMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, ANDOBLIGATIONS.
TheseTerms are governed by the laws of the State of New York, USA, without regard toits conflict of laws rules, and the laws of the United States of America. Theselaws will apply no matter where in the world you live, but if you live outsideof the United States, you may be entitled to the protection of the mandatoryconsumer protection provisions of your local consumer protection law.
Youand Feed Music each agree that any and all disputes or claims arising from orrelating to these Terms and/or the Services shall be finally settled by finaland binding arbitration, using the English language, administered by theAmerican Arbitration Association (the “AAA”) under its Consumer ArbitrationRules (the "AAA Rules") then in effect (those rules are deemed to beincorporated by reference into this section, and as of the date of these Termsyou can find the AAA Rules here),unless otherwise required by law. Arbitration,including threshold questions of arbitrability of the dispute, will be handledby a sole arbitrator in accordance with those rules. Judgment on thearbitration award may be entered in any court that has jurisdiction. Withoutprejudice to the foregoing, you agree that, in its sole discretion, Feed Musicmay bring any claim, cause of action, or dispute we have against you in anycompetent court in the country in which you reside that has jurisdiction overthe claim. Any arbitration under these Terms will take place on an individualbasis.
C.Costs of Arbitration.
Paymentfor any and all reasonable AAA filing, administrative, and arbitrator fees will be inaccordance with the Consumer Arbitration Rules. If the value of your claim doesnot exceed $10,000 USD, Feed Music will pay for the reasonable filing,administrative, and arbitrator fees associated with the arbitration, unless thearbitrator finds that either the substance of your claim or the relief soughtwas frivolous or brought for an improper purpose.
D.Prohibition of Class and Representative Actions and Non-IndividualizedRelief. YOU AND FEED MUSIC AGREE THAT EACH OF US MAYBRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS APLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATEATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND FEED MUSIC AGREE OTHERWISE, THE ARBITRATOR MAY NOTCONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOTOTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, ORPRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUALPARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEFNECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.Ifa court decides that applicable law precludes enforcement of any of thisparagraph’s limitations as to a particular request for a remedy, includingthose listed above, then that claim or remedy must be severed from thearbitration and may be brought in court in the forum specified in subsection (10.E).All other claims will be arbitrated.
Any legalaction against Feed Music related to these Terms or our Services must be filedand take place in New York County, New York, USA. For all actions under the AAARules, the proceedings may be filed where your residence is, or in New York,New York, and any in-person hearings will be conducted at a location whichis reasonably convenient to both parties taking into account their ability totravel and other pertinent circumstances. For any actions not subject toarbitration, you and Feed Music agree to submit to the personal jurisdiction ofa state or federal court located in New York County, New York if your contractis with Feed Music Inc. You understandthat by agreeing to these Terms, you and Feed Music are each waiving the rightto trial by jury.
Ifyou are a government agent or entity using the Services in your officialcapacity, and you are legally unable to agree to the clauses in this section,then those clauses do not apply to you. In that case, the Terms and any actionrelated to the Terms will be governed by the laws of the United States (withoutreference to conflict of laws) and, in the absence of federal law and to theextent permitted under federal law, the laws of the State of New York.
These Terms, includingall of the policies that make up these Terms, supersede any other agreementbetween you and Feed Music (orbetween you and another user of the Services) regarding theServices, except any Offer Agreement (which will take precedence in the eventof an inconsistency between these Terms and the Offer Agreement). If any partof these Terms is found to be unenforceable, that part will be limited to theminimum extent necessary so that these Terms will otherwise remain in fullforce and effect. Our failure to enforce any part of these Terms is not awaiver of our right to later enforce that or any other part of these Terms. Wemay assign any of our rights and obligations under these Terms.
12. Contact Information
If you have any questions about these Terms, please email us at firstname.lastname@example.org [DJ1]
Please review and confirm or modify.