Welcome to the Tunedly Website, operated by SongCat Music Inc.
- and thank you for visiting. We hope you enjoy the experience!
READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE OR USING THE SERVICES. USING THIS WEBSITE OR THE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS WEBSITE OR SERVICES IF YOU DO NOT ACCEPT THESE TERMS.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
SongCat may alter the Materials and Services it offers you and/or choose to modify, suspend or discontinue this Website at any time and without notifying you. SongCat may also change, update, add or remove provisions (collectively, "modifications") of these Terms from time to time. Because everyone benefits from clarity, SongCat promise to inform you of any modifications to these Terms by posting them on this Website and, if you have registered with SongCat, by describing the modifications to these Terms in an email that SongCat will send to the address that you provided during registration. To be sure SongCat properly reached your email inbox, we just ask that you let us know if your preferred email address changes at any time after your registration.
If you object to any such modifications, your sole recourse shall be to cease using this Website and the Services. Continued use of this Website and the Services following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of this Website. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
The Tunedly Website is an online music recording studio providing a fresh approach to creating real music with high quality session musicians ("Music Recording Services"). Songwriters and music composers can engage and collaborate with musicians from the list we provide to perform and record all or part of their musical compositions ("Musical Compositions"). The term Musical Composition includes the music, lyrics and any arrangements thereof.
By using this Website and the Services, you promise that you are at least 13 years of age. If you are not yet 18 years old, you must have the permission of an adult to use this Website and agree to its Terms, and that adult must be a parent or legal guardian who is willing be responsible for your use of this Website and the Services.
In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials solely for purposes of using the Services ("Permitted Purposes"); your right to use the Materials is conditioned on your compliance with these Terms. You have no other rights in this Website, Services or any Materials (except for your Musical Compositions, Sound Recordings and User Submissions described below) and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Website, Services or Materials in any manner. If you make copies of any of this Website while engaging in Permitted Purposes then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on this Website and Services.
Unfortunately, if you breach any of these Terms the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof) and cease any use of the Website and the Services.
USING THIS WEBSITE AND THE WEBSITE'S SERVICES.
You can visit and browse the Website without registering with SongCat. However, in order to access certain materials and the Services, including the Music Recording Services, offered on and through this Website, you must successfully register an account with us.
PASSWORD RESTRICTED AREAS OF THIS WEBSITE.
If you want an account to use the Tunedly Services, such as the Music Recording Services, you must submit the following information through the account registration page on this Website:
A working email address;
First and last name;
Preferred username and password.
You may also provide additional, optional information so that we can provide you a more customized experience when using this Website -but, we will leave that decision with you. Once you submit the required registration information, an account will is being created and you can login. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly or contacting us using the below contact information and we can make the changes for you. And, if you forget your password - no worries as we will happily send a password update to your provided email address.
You are responsible for complying with these Terms when you access this Website or the Services, whether directly or through any account that you may setup through or on this Website or the Services. Because it is your account, it is your job to obtain and maintain all equipment and services needed for access to and use of this Website and the Services as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password(s), including any password of a third-party site that we may allow you to use to access this Website or the Services. Should you believe your password or security for this Website or Services has been breached in any way, you must immediately notify SongCat (see Contact Us below).
If you have registered an account with us, you can select from the list of musicians we provide ("Musicians") to collaborate with and perform all or part of your Musical Composition, which will be recorded using our Services and can be combined, edit, arranged or altered by you using the Services and its various tools (collectively, the "Sound Recordings"). You are solely responsible for providing all required information to the Musicians relating to the Musical Composition you wish to record and for arranging the time and length of each recording session and for paying all fees owed to the Musicians as well as any fees we may charge for your use of the Music Recording Services. You are solely responsible for ensuring that you have all rights in and to the Musical Composition to allow Musicians and us to perform and record the Musical Composition through the Services.
You retain the copyright to the Musical Compositions and Sound Recordings that are created using the Services. However, in order for us to provide the Services, you need to grant us and the Musicians certain rights, To that end, you hereby grant to SongCat and the Musicians the worldwide, royalty-free, irrevocable, perpetual, fully transferable and non-exclusive right to (a) copy, distribute, record, perform, display, edit and make derivative works (including, but not limited to, making Sound Recordings) of your Musical Compositions in any and all media, whether now known or hereafter created, including without limitation, in all digital formats, for purposes of the providing the Services and (b) to store, reproduce, distribute, perform, display, edit and make derivative works of the Sound Recordings in any and all media, whether now known or hereafter created, including without limitation, in all digital formats for purposes of providing the Services.
IMPORTANT NOTE : Although we have the right to store your Sound Recordings, we may remove Sound Recordings from our storage database from time to time and so cannot guarantee that Sound Recordings will be available to you for access after they are completed. You should make sure you download and save a copy of your Sound Recordings.
You agree to pay all applicable fees related to your use of the Musicians and our Services (including the Music Recording Services) which are described fully on Tunedly.com after login. We may suspend or terminate your account and/or access to our Services and this Website if your payment is late and/or your offered payment method (e.g., credit card) cannot be processed. By providing a payment method, you expressly authorize us to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular membership and utilized services.
We understand that you might cancel your account, but please know that we will not provide any refund(s) and you will be responsible for paying any balance due on the account. To make things less complicated, you agree that we may charge any unpaid fees to your provided payment method and/or send you a bill for such unpaid fees.
By using the Website and/or the Services provided on or through the Website, you consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Website and/or Services provided on or through the Website. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
LINKS TO THIRD-PARTY SITES.
We think links are convenient, and we sometimes provide links on his Website to third-party websites. If you use these links, you will leave this Website. We are not obligated to review any third-party websites that you link to from this Website, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from this Website, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites. Certain areas of this Website may allow you to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit your activities on this Website to be shared with your contacts in your third-party site account.
SUBMISSIONS AND MUSICAL COMPOSITIONS.
Certain areas of this Website (e.g., blogs, chat rooms, review areas) may permit you to communicate with others and to submit feedback, information, data, text, software, messages, or other materials (collectively, "User Submissions"). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.
By submitting any User Submission, Musical Composition or Sound Recording, you are promising us that:
You own all rights in your User Submissions, Musical Compositions and Sound Recording (including, without limitation, all rights to the reproduction, display or performance of your User Submissions, Musical Compositions and Sound Recordings) or, alternatively, you have acquired all necessary rights in your User Submissions, Musical Compositions, and Sound Recordings to enable you to grant to us the rights in your User Submissions, Musical Compositions and Sound Recording as described in these Terms;
You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submissions, Sound Recordings and Musical Compositions;
Your User Submissions, Musical Compositions and Sound Recordings do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
You voluntarily agree to waive all "moral rights" that you may have in your User Submissions, Musical Compositions or Sound Recordings;
Any information contained in your User Submissions, Musical Compositions or Sound Recordings is not known by you to be false, inaccurate, or misleading;
Your User Submissions, Musical Compositions or Sound Recordings do not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
Your User Submissions, Musical Compositions or Sound Recordings are not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
Your User Submissions do not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
Your User Submissions do not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
Your User Submissions do not contain any information that you consider confidential, proprietary, or personal; and
Your User Submissions do not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
By submitting a User Submission, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:
Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
Use (and permit others to use) your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service);
Display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.
The licenses you grant for your Musical Compositions and Sound Recordings are set forth in the section entitled Recording Sessions.
We may, but are not obligated to, pre-screen User Submissions, Musical Compositions or Sound Recordings or monitor any area of this Website through which User Submissions, Musical Compositions or Sound Recordings may be submitted. We are not required to host, display, or distribute any User Submissions, Musical Compositions or Sound Recordings on or through this Website and may remove at any time or refuse any User Submissions, Musical Compositions or Sound Recordings for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions, Musical Compositions or Sound Recordings. Further, you agree that we may freely disclose your User Submissions, Musical Compositions or Sound Recording to any third party absent any obligation of confidence on the part of the recipient.
To be clear, we authorize your use of this Website only for Permitted Purposes. Any other use of this Website beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of this Website. This is because as between you and us, all rights in this Website and the Services remain our property.
Unauthorized use of this Website may result in violation of various United States and international copyright laws. Unless you have written permission from us stating otherwise, you are not authorized to use this Website or the Services in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
For any public or commercial purpose which includes use of this Website on another site or through a networked computer environment;
In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Website;
In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
To stalk, harass, or harm another individual;
To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
To interfere with or disrupt this Website or servers or networks connected to this Website;
To use any data mining, robots, or similar data gathering or extraction methods in connection with this Website; or
Attempt to gain unauthorized access to any portion of this Website or any other accounts, computer systems, or networks connected to this Website, whether through hacking, password mining, or any other means.
You agree pay for any attorneys we may hire to defend us and to indemnify us against any claim, lawsuit, loss, award, settlement, expense or liability that arises or results from your User Submissions, Musical Compositions or the Sound Recordings or any violation by you of these Terms, including, but not limited to paying any damages, penalties or settlements we end up having to pay. You alone are responsible for any violation of these Terms by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.
"SongCat" and "Tunedly" are trademarks that belongs to us. Other trademarks, names and logos on this Website are the property of their respective owners.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them on this Website are our sole property, Copyright © 2017. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
INTELLECTUAL PROPERTY INFRINGEMENT.
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Submissions, Musical Compositions or Sound Recordings that violate intellectual property rights of others, suspending access to this Website (or any portion thereof) to any user who uses this Website in violation of someone's intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the this Website in violation of someone's intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of this Website, please provide written notice to our Agent for notice of claims of infringement:
Attn: Copyright: SongCat Music Inc.
To be sure the matter is handled immediately, your written notice must:
Contain your physical or electronic signature;
Identify the copyrighted work or other intellectual property alleged to have been infringed;
Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
Contain a statement that the information in the written notice is accurate; and
Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our Agent with a written counter-notification that includes the following information:
1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
We reserve the right, in our sole discretion, to terminate the account or access of any user of this Website or Services who is the subject of repeated DMCA or other infringement notifications.
DISCLAIMER OF WARRANTIES.
THIS WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE, SERVICES AND SOUND RECORDINGS IS WITH YOU.
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE WEBSITE, SERVICES OR SOUNDE RECORDINGS ARE FREE OF PROBLEMS. Without limiting the generality of the foregoing, we make no warranty that this Website or the Services will meet your requirements or that this Website or the Services will be uninterrupted, timely, secure, or error free or that defects in this Website or Services will be corrected. we make no warranty as to the results that may be obtained from the use of this Website or Services or as to the accuracy or reliability of any information obtained through this Website or Services. No advice or information, whether oral or written, obtained by you through this Website, the Services or from us or our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
LIMITATION OF LIABILITY.
WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS WEBSITE OR THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.
LOCAL LAWS; EXPORT CONTROL.
We control and operate this Website and the Services from our headquarters in the United States of America and the entirety of this Website may not be appropriate or available for use in other locations. If you use this Website or the Services outside the United States of America, you are solely responsible for following applicable local laws.
Any submissions by you to us regarding this Website or the Services, or any proposed features or functionality of the same (e.g., comments, questions, suggestions, materials - collectively, "Feedback") through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please Read This Provision Carefully. It Affects Your Legal Rights.
This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort - including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence - or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and us. Effectively, then, "dispute" is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
This Provision provides that all disputes between you and us shall be resolved by binding arbitration because acceptance of These Terms constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. We prefer this because we believe arbitration is less drama-filled than litigation. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney's fees). You may, however, opt-out of this Provision which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute which is first done by [emailing] to us email@example.com the following information: (1) your name; (2) your address; (3) a written description of your Claim; and (4) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, than you may pursue your Dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, your or we may choose to pursue a Dispute in court and not by arbitration if: (a) the dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the "Opt-Out Deadline"). You may opt-out of this Provision by emailing us at firstname.lastname@example.org the following information: (1) your name; (2) your address; and (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take any decision you make personally. In fact, we promise that your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us. But, we do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. The American Arbitration Association ("AAA"), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA's Commercial Arbitration Rules will apply. In either instance, the AAA's Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because this Website and these Terms concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award - The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration - You or we may initiate arbitration in either Delaware or the federal judicial district that includes your billing address. In the event that you select the latter, we may transfer the arbitration to New York so long as we agree to pay any additional fees or costs which the arbitrator determines you incur as a result of the transfer.
Payment of Arbitration Fees and Costs - So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration fees and associated costs and expenses. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys' fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with us as provided in the section above titled "Pre-Arbitration Claim Resolution" and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney's fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and we specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of this Website can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by accepting this Provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g.,, the rights to both appeal and certain types of discovery) may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
This Provision shall survive the termination of your account with us or our affiliates and your discontinued use of this Website. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this Provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this Provision if a dispute between us arises.
We have the right to terminate your access to this Website and the Services without prior notice to you if your violate any of these Terms. The Federal Arbitration Act, Delaware state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Website will be heard in the courts located Delaware. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights. These Terms are the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Everyone about this Website. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at SongCat Music Inc. 16192 Coastal Highway Lewes, DE 19958 Phone: 888-884-5418.