Term of Use Agreement:
January 1, 2008
SoundStation.com is the exclusive provider of the SoundStation Music Store affiliate program. SoundStation Music Store is a digital music
merchant platform for webpage owners and relevant content publishers. The SoundStation Music Store flash widget is typically embedded on fan websites, entertainment news and blog sites, band websites or online social communities and primarily used to monetize web traffic from relevant webpage's across the internet. All SoundStation Music Sellers will earn a sales commission of 10% and up to $2.00 per digital single or album sold.
Set forth below are the terms and conditions (these "Terms and Conditions") governing the SoundLoud LLC web site located at, or linked to through, the root URL www.soundstation.com and www.soundloud.com, which may expand or change from time to time (the "Website"). As used herein, the term "SoundStation.com" or "SoundStation" refers to SoundLoud LLC., the sole owner and operator of the Website; the term "you" or "your" refers to an individual, representing yourself or, if applicable, acting as legal representative for a group, business entity or corporation.
CAREFULLY READ THESE TERMS AND CONDITIONS. BY AVAILING YOURSELF OF THE WEBSITE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.
1. Use of Materials Found on the Website: The information, artwork, text, video, audio, pictures, software and other intellectual property (collectively, "Materials") contained on the Website are protected by copyright and international laws. You may only access and use the Materials for personal or educational purposes or as expressly provided for in applicable SoundStation.com
program terms and conditions. You may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the Materials, unless authorized by the appropriate copyright owner(s). In the event that you print Materials found on the Website, you must include any copyright notice originally included with the Materials on all copies. You may not link directly to any media file located on a SoundStation.com server, except where explicitly allowed to do so. You should not attempt to claim any Materials as your own work. Any computer software downloadable or otherwise available on the Website is provided subject to the terms of the applicable license agreement. Before using any SoundStation.com logo or trademark, please contact SoundStation.
2. Copyright and Trademark Infringement Policy and Notification Procedure: SoundStation does not own the musical compositions, sound recordings, art or other written or visual images (collectively, the "Content") posted by third parties to the Website. All Content is posted by an individual, group or company (collectively, the "Artist") who has represented and warranted to SoundStation that, among other things, neither the Content nor the names, trademarks and service marks under which Content is promoted (collectively, the "Name") infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (see the section titled 'Representations and Warranties' of the current SoundLoud Music Submission Agreement at Legal Notice).
Complainants may notify SoundStation.com concerning any Content and/or Name being used on the Website in violation of their rights by sending an email to our copyright office at abuse@soundstation.com. SoundStation.com only shall use information provided by Complainants in accordance with its then-current Privacy Policy and as reasonably necessary to address any allegations contained therein, which may include disclosing some or all of the information to Artists. In most cases, soon after receiving written notice alleging infringement, SoundStation.com either will remove the allegedly infringing Content and/or Name from those profiles identified or, at its election, remove the infringing user from our network entirely.
3. Refund Policy: SoundStation.com does not offer refunds. If there are any issues with an ordered item please contact SoundStation.com immediately at info@soundstation.com, we aim to solve any issue amicably.
4. Your Conduct: You shall use the Website for lawful purposes only. You shall not post or transmit via the Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without SoundStation's express prior approval, contains advertising or any solicitation with respect to products or services.
In addition, if we feel that a user abuses the SoundStation.com site in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) possible copyright infringement, possible libel and slander, possible credit card fraud. SoundStation.com reserves the right to refuse service, terminate accounts, and/or cancel orders at its sole discretion and without notification.
5. Content:The Website offers a wide selection and variety of content to our members and users. Content may contain profanity or otherwise inappropriate or offensive material for children or other members and/or users. Members and/or users must evaluate and bear the risk associated with the use of the internet and should supervise their childrens on-line activities and are encouraged to contact SoundStation.com for evaluation of possible offensive material at abuse@soundstation.com. SoundStation.com reserves the right to act on such notices at its sole discretion.
6. Warranty Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOUNDLOUD LLC MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, SOUNDLOUD LLC MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOUNDLOUD LLC WILL NOT BE LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL SOUNDLOUD LLC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.
7. Limitation of Liability. By availing yourself of the Website, Materials or related services, you agree to release and hold
SoundStation.com and the employees, officers, directors, shareholders, agents, representatives of SoundStation.com, its affiliates, subsidiaries, advertising, promotion and fulfillment agencies, any entity controlling, controlled by or under common control with SoundStation.com, any third-party providers or sources of information or data and legal advisers (collectively, "SoundStation.com Affiliates") harmless from any and all losses, damages, rights, claims and actions of any kind arising from or related to the Website, Materials or related services including but not limited to: (a) telephone, electronic, hardware or software, network, Internet or computer malfunctions, failures or difficulties of any kind; (b) failed, incomplete, garbled or delayed computer transmissions; (c) any condition caused by events beyond the control of SoundStation.com that may cause the Website or related services to be disrupted or corrupted; (d) any injuries, losses or damages of any kind arising in connection with or as a result of your use of the Website, Materials or related services; or (e) any printing or typographical errors in any materials associated with the Website, Materials or related services. In addition, you agree to defend, indemnify and hold SoundStation.com Affiliates harmless from any claim, suit or demand, including reasonable attorney's fees, made by a third party due to or arising out of your utilizing the Website, Materials or related services, your violation or breach of these Terms and Conditions, your violation of any rights of a third party, or any other act or omission by you. IN NO EVENT WILL SOUNDSTATION BE LIABLE FOR ANY INDIRECT, STATUTORY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING OUT OF YOUR AVAILMENT OF MATERIALS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SOUNDSTATION WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. General Provisions: You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Your correspondence or business dealings with, or participation in promotions of or with parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations applicable to such dealings, are solely between you and such parties. These Terms and Conditions are governed in all respects by the laws of the State of New York as such laws are applied to agreements entered into and to be performedentirely within New York between New York residents. Legal proceedings related to the matters herein shall be brought in and adjudicated solely in the courts of New York, New York, United States of America. Both parties consent to extra-territorial service of process and submit to the jurisdiction of said courts. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. SoundStation.com's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar
breaches. These Terms and Conditions set forth the entire understanding and agreement of the parties as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
9. Age requirements for use of the Service: This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.
10. Modification of Terms and Conditions: From time to time SoundStation.com may modify these Terms and Conditions in its sole
discretion. When such modification is made, SoundStation.com will post a revised version of these Terms and Conditions on the Website. Modifications will be effective when they are posted. SoundStation.com is not required to provide you with notification that any such modification has been made. It is your responsibility to review these Terms and Conditions from time to time to be aware of any such modifications. Each time you log on to the Website, you will be deemed to have accepted any such modifications.
Please contact us at: legal@soundstation.com with any questions regarding this Agreement.
Music Seller Agreement:
January 1, 2008
The following 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 SoundLoud LLC. (referred to in this Agreement as "us" or "we") shall constitute our complete Agreement. We are a Delaware corporation with offices located at 303 Park Avenue South Suite 1018 New York, NY 10010 and are the owner and operator of the web pages at www.soundstation.com and www.soundloud.com (collectively the "SoundStation Site"). Please read this Agreement carefully. By submitting your login information at the SoundStation Site, including your name and clicking on the "I AGREE" button below, you will become a party to, and will be bound by this Agreement, and you hereby explicitly confirm that you have read, understood, and agree to all the terms hereunder. We may modify this Agreement as further described in Paragraph 12 below. The "Effective Date" of this Agreement is the date on which you click the "I AGREE" button below.
1. SoundStation Music Store: SoundStation.com is the sole provider of the SoundStation Music Store retail affiliate program. SoundStation Music Store is a digital music merchant platform for webpage owners and relevant content publishers. The SoundStation Music Store flash widget is typically embedded on fan websites, entertainment news and blogs, band websites or online social communities and primarily used to monetize relevant webpage's across the internet. All SoundStation Music Sellers will earn a sales commission of 10% and up to $2.00 per digital single or album sold.
2. Authorization To Use The SoundStation Music Store: We hereby grant to you a non-exclusive
license to use SoundStation Music Store
referral program solely to sell
pre-licensed digital downloads through
any html webpage that you control.
3. Term: The Term of this Agreement shall commence on the Effective Date and shall continue unless and until terminated by either party upon no less than thirty (30) days notice to the other party.
4. Earnings & Payments.
a. It is currently required that you have a PayPal
account in order to receive sales
commsion payments in connection with your use of the SoundStation Music Store. If you do not have a PayPal account, you can setup an account through the SoundStation Site or PayPal.com.
We shall pay you 10% of the total sales
price per digital music single or album download sold exclusive of PayPal
or other transaction costs, and you
shall receive the sales commission set forth in 7(b) below. We will compute amounts payable to you in real-time and instantly make those amounts available for forwarding to your PayPal account. You shall
be responsible for any sales taxes
applicable to the sales of individual
downloads, and any other taxes, tariff,
license fees or other required payments,
whether imposed by any government,
municipality or other entity, in regard
to sales commissions that you receive hereunder.
b. You understand and agree that the SoundStation Music Store is designed to
promote and facilitate the sales of
digital music downloads and you may only
us it for this purpose. You will
receive 10% of the sales price and up to
$2.00 per item purchased through your
SoundStation Music Store widgets. Your sales
commission will vary based on the total
transaction amount as set forth in 7(a)
above minus any strenuous payment
processing fees. Most payment processing
fees will be waived, you will be
notified of any additional fees when
they apply.
5. Warranty disclaimer. You expressly agree that your use of the SoundStation Music Store is at your sole risk. The website, materials and related services are provided on an "as is" and "as available" basis. We make no representation or warranty with regard to the SoundStation Site or any materials therein, whether express or implied, arising by law or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. In addition, we make no representation that the operation of the SoundStation Music Store will be uninterrupted or error-free. We will not be liable for the consequences of any interruptions or errors in the performance of the SoundStation Music Store. Under no circumstance will we be liable for any loss or damage caused by your reliance on information obtained through the SoundStation Site, other than as required under applicable consumer-protection law. Some jurisdictions do not allow the disclaimer of certain warranties or limitation of certain types of damages, so some of the above disclaimer may not apply to you and nothing contained herein should be construed as excluding or limiting any liability beyond what is permitted under applicable law.
6. Waiver of Certain Damages. Neither you nor we shall be liable for any consequential, indirect, exemplary, special or incidental damages arising from or relating to this Agreement.
7. Terms of Use: You agree to the "Terms of Use" as found online at the SoundStation Site
at Legal Notice.
8. Modification, Termination and Effect Of Termination:
a. We reserve the right to change, modify, add to or remove any part of this Agreement. Notice of any such changes shall be sent to you by email at least seven (7) days prior to their effective date. In the event that you do not consent to any such proposed changes your sole recourse shall be to terminate the Term of this Agreement by notice to us as provided above, and your failure to do so within ten (10) days of the date of any such email from us to you shall constitute your acceptance of such changes.
b. The expiration of the Term of this Agreement shall not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, provisions of this Agreement will continue to apply even after the expiration of the Term.
9. Miscellaneous: This Agreement will be governed by New York law, excluding conflict of law principles. Any action or proceeding arising out of or related to this Agreement must be brought in a state or Federal court located in the jurisdiction of New York, New York, and we both irrevocably submit to the exclusive jurisdiction of such courts. All notices, requests and other communications under this Agreement must be in writing (e-mail messages shall be deemed writings). This Agreement sets forth the entire understanding and agreement of the parties as to this Agreement's subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter.
Please contact us at: legal@soundstation.com with any questions regarding this Agreement.
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