Songfreedom and Fyrfly are wholly owned subsidies of Tracks, Inc
1. License to use Fyrfly video hosting
Fyrfly grants you a limited, non-exclusive license to use the video hosting service for your direct usage. You are not authorized to assign or sublicense the service to others.
You have agreed to an available Fyrfly membership. Fyrfly gives members “unlimited” video hosting for finished projects, meaning you shall have no limits on uploads (weekly, monthly, or annual) or limits on number of projects, as long as you are an active and paying member. Uploads are considered finished video files. Long term and/or short term raw file storage may be offered at a later time for an additional fee.
If renewal payment fails, you will be notified and will no longer be able to upload new videos until payment is successful. Your videos will not be removed or altered.
You may not upload and video, image, audio, text, or other work that (i) violates any law, including but not limited to infringing upon any third party’s copyrights, (ii) contains any sexually explicit content, (iii) exploits minors, (iv) contains any content Fyrfly deems as inappropriate.
4. Account Termination
This Agreement begins on your membership registration date and continues through the entirety of your membership. Fyrfly may suspend and/or delete your account if Fyrfly determines there is a violation of any part of this Agreement. If Fyrfly is forced to suspend or delete your account due to violations on your part you are not entitled to any refunds and agree that you shall still pay your membership in full.
5. Copyrights and Other Ownership Rights
Fyrfly respects the intellectual property of others and expects its members to act according to the letter of the law. If a member suspected and/or accused of violation of third party rights, Fyrfly will first attempt to reach said member prior to taking action. Once the member has been contacted Fyrfly will ascertain the validity of the claim in question and take appropriate action. If Fyrfly is unable to reach the member within a reasonable amount of time as deemed reasonable by Fyrfly, temporary or permanent action may be taken. If a member is deemed a deliberate infringer and/or has up to three (3) legitimate notices then the member and their content will be deleted.
If you believe your work has been infringed upon, please email [email protected] with the following information: Your name, address, and telephone number A link to the alleged infringing work A description of the use and how your copyright is being infringed within the work in question A statement by you under penalty of perjury that the information you are providing is accurate A statement authorizing Fyrfly to act on your behalf
*Fyrfly is a fyrfly Inc company and all privacy and other fyrfly policies apply
fyrfly 2017 User Licensing Agreement
MEMORANDUM OF AGREEMENT BETWEEN SONGREEDOM AND EACH FYRFLY USER (ALSO KNOWN AS SUB LICENSEE AND/OR AS YOU HEREINAFTER) UTILIZING THE fyrfly WEBSITE INTERFACE LICENSING PLATFORM, INCLUDING THE FYRFLY VIDEO AND SLIDESHOW PLATFORMS AS FOLLOWS:
TERMS OF SERVICE (Updated as of 9/30/19)
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FYRFLY INC. A TRACKS INC COMPANY (HEREINAFTER “fyrfly”) STATING THE TERMS THAT GOVERN YOUR USE OF THE FYRFLY SERVICE. THIS AGREEMENT – TOGETHER WITH ALL UPDATES AND ALL OF FYRFLY’S RULES AND POLICIES – COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND FYRFLY. TO AGREE TO THESE TERMS, SIGN UNDER “AGREE” BELOW. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN UNDER “AGREE,” AND DO NOT USE THE SERVICE. USER BECOMES BOUND BY THESE TERMS AND CONDITIONS UPON USE OF THIS SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND FYRFLY MAY REFUSE ACCESS TO THE FYRFLY SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
1. Definition of the fyrfly Service (hereinafter the Service). fyrfly permits you to use digital content, such as sound recordings, video and slideshow presentations pursuant to certain terms and conditions as set forth in this Agreement.
2. Use of Service. You acknowledge that fyrfly limits your usage of the Service to the following applicable Usage Rules, and you agree to use the Service in compliance with the applicable Usage Rules.
a. Usage Rules
(i) Your use of the Service is conditioned upon your prior acceptance of the terms of this Agreement.
(ii) You shall be authorized to use the Service for photographic and video productions within the terms of the agreement. The usage terms for the Standard License do not include productions in the context of promotional videos, corporate videos (non-profit or otherwise), or independent films that are strictly conceptual in nature. Other usages not specifically noted in section 2(iv) are also out of context and therefore shall not be licensed for use. These types of usages may fall under the Commercial License, outlined below.
(iii) You shall be authorized to produce up to 10 DVD or Blu-Ray copies for each song used when using a single song for a project or a total of 10 DVD or Blu-Ray copies when using multiple (more than one (1)) song in a given project. As a condition of this license, you hereby guarantee that each video copy produced and any licensed songs/recordings contained therein will be copyright protected whereby end users will be strictly prohibited from duplication and you further agree to indemnify and hold harmless fyrfly from any copyright infringement that you commit, induce, and/or are responsible for. All productions must adhere to the in-context usage below in section 2(iv) and shall comply with all terms of this User Agreement.
Members shall be authorized to use the full length of the songs from Fyrfly library online in perpetuity. Videos and slideshows must be in the context of the following:
Video productions/slideshows in-context to (i) wedding/love story related footage (ii) “right of passage” events such as bar/bat mitzvahs, birthday parties, retirement parties (iii) school related events (iv) private non-promotional fashion sessions for individuals, (v) baby/child/pet/family portrait sessions, (vi) sporting events (non-professional nor semi-professional) (vii) church related productions, not political in nature (viii) individual property real estate videos (ix) non-corporate tutorials (x) podcasts (not promotional, religious, sexual, or political in nature)
(v) You are not authorized to use fyrfly music for broadcast on mediums such as, but not limited to, television or radio broadcasts. You are not authorized to use fyrfly music for films/projects with inappropriate content such as but not limited to pornography or any content deemed appropriate for mature audiences only. You are not authorized to use fyrfly music for political purposes.
(vi) You agree that your use of the Service constitutes your acceptance of and agreement to use such Services solely in accordance with the Usage Rules, and that any other use of the Service may constitute a copyright infringement. Usage Rules shall govern your rights with respect to the Service. fyrfly reserves the right to modify the Usage Rules at any time.
c. You acknowledge that some aspects of the Service, and administering of the Usage Rules entails the ongoing involvement of fyrfly. Accordingly, in the event that fyrfly changes any part of the Service or discontinues the Service, which fyrfly may do at its election, you acknowledge that you may no longer be able to use the Service to the same extent as prior to such change or discontinuation, and that fyrfly shall have no liability to you in such case.
d. fyrfly reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.
e. Commercial Licenses are available to members, on identifiable, commercially available titles, per appropriate selected usage on the platform. Pertaining to the following: Corporate, Non-profit, Organizational, Promotional, Crowdfunding, Short Film, Podcast, Trade Show, Student Film, Independent Film, and Vlog. When promoting a product, service, or organization under the following guidelines: Online Corporate videos (keep videos online in perpetuity). Make up to 10 hard copies. Internal Corporate videos (show in perpetuity) Make up to 10 hard copies. Indie Films: When creating an independently produced and funded film use the following guidelines: For placement in multiple film festivals and creation of up to 10 hard copies (may be used in festivals in perpetuity) For online use for display purposes only (not monetized) and creation of up to 10 hard copies (keep videos online in perpetuity).
3. Territory. Titles are licensed for world usage.
4. Agreement to Pay.
a. Payment for Service. You agree to pay for use of fyrfly services. fyrfly shall charge your credit card, checking account or e-Commerce platform account such as but not limited to Pay Pal or Google Pay for any Service purchased, and for any additional amounts as may be accrued by or in connection with your Account. Members shall be billed an annual membership fee in the amount of $299, that is automatically renewed each year, for unlimited access to the fyrfly music catalog for both standard and commercial licenses, and unlimited video hosting. The annual fee does not include Premium licenses provided by Tracks, which cost up to $79 per single use. Commercial licenses are available on some titles per appropriate selected usage on the platform. All license purchases are final as there is no way to return a digital product such as the MP3, license certificate, or credit slide. There shall be no refunds or exchanges for other songs. Anything licensed during the term has to be used within 180 days of purchase. Failure to pay as agreed will result in invalid license use, resulting in copyright infringement. Pricing may vary based on special promotions, as determined solely by fyrfly.
b. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time.
c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
5. Delivery of Products.
a. Technical Problems. On occasion, technical problems may delay or prevent delivery of your Service. Your exclusive and sole remedy with respect to Product that is not delivered within a reasonable period will be either extension of use of Service, or refund of the price paid for such Service, as determined by fyrfly.
6. Intellectual Property.
a. Acknowledgement of Ownership. You agree that the Service, including but not limited to Products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Service, contains proprietary information and material that is owned by fyrfly and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder.
b. Removal of fyrfly Content or Other Materials. Notwithstanding any other provision of this Agreement, fyrfly and/or its licensors reserve the right to change, suspend, remove, or disable access to any Service, content, or other materials comprising a part of the Service at any time without notice. In no event will fyrfly be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. fyrfly may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
c. Copyrights. All copyrights in and to the Service, including but not limited to, the fyrfly library (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by fyrfly and/or its licensors, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
a. Termination by fyrfly. If you fail, or fyrfly suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide fyrfly with a valid credit card, checking account information or with accurate and complete Registration Data, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties’ rights, fyrfly, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the music; and/or (iii) preclude access to the Service (or any part thereof).
b. Termination of the Service. fyrfly reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and fyrfly will not be liable to you or to any third party should it exercise such rights.
8. General Compliance with Laws. The Service is controlled and operated by fyrfly from its office in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.
9. Enforcement of These Terms. fyrfly reserves the right to takes steps fyrfly believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to fyrfly’s right to cooperate with any legal process relating to your use of the Service, and/or a third party claim that your use of the Service is unlawful and/or infringes such third party’s rights).
10. Disclaimer of Warranties; Liability Limitations.
a. FYRFLY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME fyrfly MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY fyrfly) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
c. IN NO CASE SHALL FYRFLY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, FYRFLY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
d. FYRFLY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND fyrfly HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
e. FYRFLY DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND FYRFLY DISCLAIMS ANY LIABILITY RELATING THERETO.
11. Waiver and Indemnity. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD FYRFLY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY FYRFLY AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM fyrfly, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF fyrfly’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
12. Changes. fyrfly reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Services Store following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
13. Governing Law. The laws of the State of Illinois, excluding its conflicts of law rules, govern these Terms of Service and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with fyrfly or relating in any way to your use of the Service resides in the courts of the State of Illinois.
14. Attorneys Fees. If fyrfly is required to employ an attorney to enforce or interpret this Agreement, or due to any breach by you of this Agreement, fyrfly shall be entitled to recover reasonable attorneys’ fees and costs incurred in connection with the prosecution or defense or arbitration of any action, including any appeal of the action, in addition to all other relief, so long as fyrfly is the prevailing party. The prevailing party within the meaning of this section shall include, without limitation, a party who successfully brings an action against the other party for sums allegedly due or performance of covenants allegedly breached, or that party who obtains substantially the relief sought in the action.
LICENSED APPLICATION END USER LICENSE AGREEMENT
The Products made available through the Service are licensed, not sold, to you. Your license, via your current membership, to each Product that you obtain through the Service is subject to your prior acceptance of this Licensed Application End User License Agreement, and you agree that the terms of this Licensed Application End User License Agreement will apply to each Song. Your license to any fyrfly song under this Licensed Application End User License Agreement is granted by fyrfly. Any Service that is subject to the license granted under this Licensed Application End User License Agreement is referred to herein as the Licensed Application. Licensor reserves all rights in and to the Licensed Application not expressly granted to you under this Licensed Application End User License Agreement.
a. Scope of License: This license granted to you for the Licensed Application by Licensor is limited to a non-transferable license to use the Service as permitted by the Usage Rules set forth in the Terms and Conditions (the Usage Rules). This license does not allow you to use the Licensed Application on any Product that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time (except as expressly permitted by this license and the Usage Rules). You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application (except as expressly permitted by this license and the Usage Rules). You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor. If you breach this restriction, You may be subject to prosecution and damages.
b. Termination. The license is effective until terminated by you or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
c. Territory restrictions: All Standard and Commercial licenses provided by Songfreedom are currently available for worldwide use. All Premium licenses provided by Tracks through the Songfreedom platform are for use solely in the United States.
d. Hosting of videos using songs supplied by Tracks (Premium licenses) is not currently allowed on Vimeo but is allowed on platforms such as FyrFly, YouTube, Instagram, and Facebook.
e. Services; Third Party Materials. The Licensed Application may enable access to Licensors materials and third party materials. You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever (except as expressly permitted by this license and the Usage Rules).
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensors total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. The laws of the State of Illinois, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.
By using the Site, you agree to the terms and conditions of this Policy. If you do not agree to the terms and conditions of this Policy, please do not use the Site. We reserve the right to change this Policy without prior notice. You can determine when this Policy was last revised by referring to the “Last Updated” legend at the bottom of this page. Any changes to our Policy will become effective upon our posting of the revised Policy on the Site. Use of the Site following such changes constitutes your acceptance of the revised Policy then in effect.
The Site is controlled and operated by SongFreedom, Inc. from the United States; accordingly, this Policy, and our collection, use and disclosure of your Personally Identifiable Information, is governed by U.S. law, and not by the laws of any country, territory or jurisdiction other than that of the United States. Company does not represent or warrant that the Site, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls in connection with your use of the Site and/or Site-related services, and are responsible for any violations of such controls, including without limitation any United States embargoes or other federal rules and regulations restricting exports. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. By using the Site and submitting any Personally Identifiable Information, visitors from outside of the United States acknowledge that the Site is subject to United States law and consent to the transfer of Personally Identifiable Information to the United States, which may provide a different level of data security than in their country of residence, and waive any claims that may arise under their own national laws.
1. What Types of Information Does Company Collect From Me?
Company gathers two basic types of information through the Site: “Personally Identifiable Information” (or “PII”) and “Non-Personally Identifiable Information” (or “Non-PII”). Personally Identifiable Information is information that identifies you as an individual; that is, your name, postal address, telephone number, e-mail address, credit card number or other payment account number. Non-Personally Identifiable Information is aggregated information, demographic information, IP addresses and any other information that does not reveal your specific identity.
a. Personally Identifiable Information. You do not have to provide PII to use the Site. However, in order for you to take advantage of particular opportunities provided through the Site, we may require that you furnish PII. We collect PII from you through the Site only when you voluntarily provide it to us.
b. Non-Personally Identifiable Information. When you visit and interact with the Site, Company and third parties with whom Company has contracted to provide services to Company may collect Non-PII (for example, a catalog of the Site pages you visit). Non-PII is generally collected through the Site from five different sources: server log files, environmental variables, cookies, pixel tags and other similar technologies and information that you voluntarily provide.
ii. Pixel Tags. We and our service providers may also use so-called “pixel tags,” “web beacons,” “clear GIFs” or similar means (collectively, “Pixel Tags”) in connection with some Site pages and HTML-formatted e-mail messages to, among other things, compile aggregate statistics about Site usage and response rates. A Pixel Tag is an electronic image, often a single pixel (1×1), that is ordinarily not visible to Site visitors and may be associated with Cookies on the visitors’ hard drives. Pixel Tags allow us to count users who have visited certain pages of the Site, to deliver branded services, and to help determine the effectiveness of promotional or advertising campaigns. When used in HTML-formatted e-mail messages, Pixel Tags can tell the sender whether and when the e-mail has been opened.
iii. Server Log Files. Your Internet Protocol (IP) address is a number that is automatically assigned to the computer that you are using by your Internet Service Provider (ISP). This number is identified and logged automatically in our server log files whenever you visit the Site, along with the time(s) of your visit(s) and the page(s) that you visited. We use your IP address, and the IP addresses of all users, for purposes such as calculating Site usage levels, helping diagnose problems with the Site’s servers, and administering the Site. Collecting IP addresses is standard practice on the Internet and is done automatically by many web sites.
iv. Environmental Variables. We and our service providers may also collect certain environmental variables, such as your MAC address, computer type (Windows or Macintosh), screen resolution, OS version, Internet browser, and Internet browser version. These environmental variables are collected by most browsers, and can be used to optimize your experience on the Site.
v. Information That You Voluntarily Provide. Company also collects Non-PII (e.g., your interests, your geographic location, etc.) when you voluntarily provide such information to us. When such information is not combined with any PII, such information is considered to be Non-PII, as it does not personally identify you or any other user. Additionally, we may aggregate PII in a manner such that the end-product does not personally identify you or any other user of the Site, for example, by using PII to calculate the percentage of our users who like a particular artist. Such aggregate information is considered Non-PII for purposes of this Policy.
2. How Does Company Use Information Collected From Me?
a. Personally Identifiable Information. We may use PII about you in the following ways:
i. Fulfillment of Requests. Company may use PII about you to fulfill the purpose for which such PII was provided (e.g., to send newsletters to you or fulfill your purchase).
ii. Administrative Communications. From time to time, in our sole discretion, we may use PII about you to send to you important information regarding the Site, or changes to our terms, conditions, and policies. Because this information may be important to your use of the Site, you may not opt-out of receiving such communications.
iii. Other Communications. If you affirmatively opt-in to receive marketing messages from Company and the Affiliated Entities, Company and the Affiliated Entities may use PII about you to inform you of any information, products, programs, services and promotions that we believe may be of interest to you. If you would prefer not to receive marketing-related e-mail messages, please refer to Section 3.d (“Opt-Out”) below.
iv. Third Party Communications. If you affirmatively opt-in to Company sharing PII about you with third parties for their marketing purposes, we may share PII about you with third parties to allow them to contact you regarding products, programs, services and promotions that they believe may be of interest to you. If you would like to later opt-out of receiving marketing-related e-mail messages from such third parties, please utilize any opt-out mechanisms set forth in such third parties’ marketing-related e-mail messages and/or privacy policies.
Notwithstanding the foregoing, if purchasing functionality is offered on the Site and you seek to make a purchase through the Site, we may collect your credit card number or other payment account number (for example, your wireless account number), billing address and other information related to such purchase (collectively, “Payment Information”) from you, and may use such Payment Information in order to fulfill your purchase. If applicable, we may also provide such Payment Information, or other PII provided by you, to third parties as necessary to complete your purchase (for example, to process your credit card or payment account number). To the extent that Payment Information includes Non-PII, use of such Non-PII is governed by Section 2.b below.
vi. Internal Business Purposes. We may also use PII about you for our internal business purposes, such as data analysis, audits and so forth.
vii. Third Party Service Providers. We work with third parties (and, in some cases, our Affiliated Entities), who provide services including but not limited to data analysis and collection, hosting, order fulfillment and other services of an administrative nature. We reserve the right to share PII about you with such third parties for the purpose of enabling these third parties to provide such services (for example, if you choose to buy products or services from us, we may share PII about you with our third party service providers so that such products and/or services can be delivered to you).
viii. Law enforcement; emergencies; compliance. Notwithstanding any other provision of this Policy to the contrary, we reserve the right to disclose PII about you to others as we believe to be appropriate (a) under applicable law; (b) to comply with legal process (c) to respond to governmental requests; (d) to enforce our Terms and Conditions in our User Agreement; (e) to protect our operations or the artists affiliated with our website; (f) to protect the rights, privacy, safety or property of SongFreedom, Inc., the artists, you or others; and (g) to permit us to pursue available remedies or limit the damages that we may sustain. For example, we may, to the fullest extent the law allows, disclose PII about you to law enforcement agencies to assist them in identifying individuals who have been or may be engaged in unlawful activities.
b. Non-Personally Identifiable Information. Because Non-PII does not personally identify you, we may use such information for any purpose. In addition, we reserve the right to share such Non’PII, which does not personally identify you, with other third parties, for any purpose.
3. Other Important Notices Regarding Our Privacy Practices.
b. Third Party Advertisers. We may use third-party advertising companies to serve ads when you visit our Site. Please note that these companies may use information (not including your name, address, email address or telephone number) about your visit to this Site in order to provide advertisements about goods and services that may be of interest to you. In the course of serving advertisements to this Site, these companies may place or recognize a unique cookie on your browser. If you would like more information about this practice and to know your choices about not having this information used by these companies, please visit http://www.doubleclick.net/us/corporate/privacy or http://networkadvertising.org/optout_nonppii.asp.
c. Security. We use reasonable organizational, technical and administrative measures to protect PII under our control. Security measures and tools, such as firewalls, are in place to help protect against the loss, misuse and alteration of the information under our control. Unfortunately, no data transmission over the Internet or data storage system can be guaranteed to be 100% secure. As a result, although we strive to protect PII about you, we cannot ensure or warrant the security of any information you transmit to us through or in connection with the Site or that is stored by us. We also seek to strike a balance between the security of your data and your convenience. We do this because we believe that our customers attach value to both. As a result, we will often use a method of communication that is less secure than other, less convenient alternatives. For example, certain data you send us, including PII, may be sent to us in unencrypted form. You acknowledge and agree that any information you transmit through the Site is so transmitted at your own risk. If you are concerned that PII about you may be transmitted over the Internet in unencrypted form, please do not provide us with any PII. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of any account you might have with us has been compromised), you must immediately notify us of the problem by contacting us in accordance with Section 3.e (“Contacting Us,”) below (note that if you choose to notify us via physical mail, this will delay the time it takes for us to respond to the problem).
d. Opt-Out. When registering on our site, certain PII will be transferred by your during the registration process and shall load into SongFreedom’s database. Our site then allows site users to enter their Zip Code and allows the user to potentially pull up your company’s PII including, but not limited to, your name and contact information, in the event that you are within a certain mile radius of the Zip Code entered by the site user. This PII with your company’s contact information will be pulled from and load from SongFreedom’s database with the information coming from the PII that you entered during registration on the site. You can opt-out and prevent your information from being pulled from said database and disclosed to site users by checking the opt-out box on the website. In the event that you do not check the opt-out box on the site, then your PII will be automatically loaded into the SongFreedom database and your PII including, but not limited to, your contact information will be displayed to site users that utilize the Zip Code search function to pull company information for companies that use SongFreedom within a certain mile radius.
If you would prefer not to receive marketing-related e-mail messages from Company or any particular affiliated entity, you may opt-out of receiving such messages by following the “unsubscribe” instructions in the latest such message you have received from Company or such affiliated entity, respectively. Please note that following such “unsubscribe” instructions will opt you out of receiving marketing-related e-mail messages from the sender of the particular message from which you initiated the opt-out process, but will not opt you out of receiving such messages from other senders (including, as applicable, Company, Artist(s) or other Affiliated Entities).
Additionally, if you would like to opt-out of receiving marketing-related e-mail messages from third parties with whom we have shared PII about you hereunder, please utilize any opt-out mechanisms set forth in such third parties’ marketing-related e-mail messages and/or privacy policies, if any.
e. Contacting Us. If you have any questions regarding this Policy, please contact us by e-mail at [email protected], or please write to the following address:
SongFreedom, Inc. P.O. Box 78198 St. Louis, MO 63178 Attn: Privacy Coordinator
Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
1. Acceptance of our Terms By visiting the website HYPERLINK “http://www.fyrfly.com” www.fyrfly.com or any of its affiliated websites (hereinafter ‘SONGFREEDOM’) and/or by viewing, accessing or otherwise using any of the services or information created, collected, compiled or submitted to SONGFREEDOM, you agree to be bound by the following Terms and Conditions of Service. If you do not want to be bound by our Terms your only option is not to visit, view or otherwise use the services of SONGFREEDOM. You understand, agree and acknowledge that these Terms constitute a legally binding agreement between you and SONGFREEDOM and that your use of SONGFREEDOM shall indicate your conclusive acceptance of this agreement.
2. Provision of Services You agree and acknowledge that SONGFREEDOM is entitled to modify, improve or discontinue any of its services at its sole discretion and without notice to you even if it may result in you being prevented from accessing any information contained in it. Furthermore, you agree and acknowledge that SONGFREEDOM is entitled to provide services to you through subsidiaries or affiliated entities.
3. Proprietary Rights You acknowledge and agree that SONGFREEDOM may contain proprietary and confidential information including trademarks, service marks and patents protected by intellectual property laws and international intellectual property treaties. SONGFREEDOM authorizes you to view and make a single copy of portions of its content for offline, personal, non-commercial use. Our content may not be sold, reproduced, or distributed without our written permission. Any third-party trademarks, images, service marks and logos are the property of their respective owners. Any further rights not specifically granted herein are reserved.
4. Submitted Content When you submit content to SONGFREEDOM you simultaneously grant SONGFREEDOM an irrevocable, worldwide, royalty free license to publish, display, modify, distribute and syndicate your content worldwide. You confirm and warrant that you have the required authority to grant the above license to SONGFREEDOM.
5. Disclaimer of Warranties You understand and agree that your use of SONGFREEDOM is entirely at your own risk and that our services are provided “As Is” and “As Available”. SONGFREEDOM does not make any express or implied warranties, endorsements or representations whatsoever as to the operation of the SONGFREEDOM website, information, content, materials, or products. This shall include, but not be limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement, and warranties that access to or use of the service will be uninterrupted or error-free or that defects in the service will be corrected.
6. Limitation of Liability You understand and agree that SONGFREEDOM and any of its subsidiaries or affiliates shall in no event be liable for any direct, indirect, incidental, consequential, or exemplary damages. This shall include, but not be limited to damages for loss of profits, business interruption, business reputation or goodwill, loss of programs or information or other intangible loss arising out of the use of or the inability to use the service, or information, or any permanent or temporary cessation of such service or access to information, or the deletion or corruption of any content or information, or the failure to store any content or information. The above limitation shall apply whether or not SONGFREEDOM has been advised of or should have been aware of the possibility of such damages. In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not allowed the liability of SONGFREEDOM is limited to the greatest extent permitted by law.
7. External Content
SONGFREEDOM may include hyperlinks to third-party content, advertising or websites. You acknowledge and agree that SONGFREEDOM is not responsible for and does not endorse any advertising, products or resource available from such resources or websites.
8. Jurisdiction You expressly understand and agree to submit to the personal and exclusive jurisdiction of the courts of the state of Illinois to resolve any legal matter arising from this agreement or related to your use of SONGFREEDOM. If the court of law having jurisdiction, rules that any provision of the agreement is invalid, then that provision will be removed from the Terms and the remaining Terms will continue to be valid.
9. Termination of Agreement
The Terms of this agreement will continue to apply in perpetuity until terminated by SongFreedom without notice at any time for any reason. Terms that are to continue in perpetuity shall be unaffected by the termination of this agreement.
10. Entire Agreement
You understand and agree that the above Terms constitute the entire general agreement between you and SONGFREEDOM. You may be subject to additional Terms and Conditions when you use, purchase or access other services, affiliate services or third-party content or material including but not limited to the Terms and Conditions included in SongFreedom’s User Agreement.
11. Changes to the Terms
SONGFREEDOM reserves the right to modify these Terms from time to time at our sole discretion and without any notice. Changes to our Terms become effective on the date they are posted and your continued use of SONGFREEDOM after any changes to Terms will signify your agreement to be bound by them.
SongFreedom and the SongFreedom logo are trademarks of SongFreedom, Inc., registered in the United States.
Tracks Terms of Service
This is an agreement regarding music licenses for the Life Events market, made available through Tracks’ platform, (the “Service”). This agreement is between you or your business entity (“you”) and Tracks™, Inc. (with its affiliates, “Tracks”, “we” or “us”).
Please read these terms and the entirety of the Agreement and indicate whether or not you agree to the Agreement terms by clicking the “Accept” or “Decline” button at the end of this agreement. Your right to access and use the Service is expressly conditioned upon your acceptance of the terms of the Agreement. If you click the “Decline” button, you will not be able to access the Service.
By using the Service, you agree to be bound by the terms of the Agreement.
ACCEPTANCE OF AGREEMENT The Agreement is a contract between you and Tracks, and can be accepted only by an adult of legal age of majority in the United States of America. By clicking the Accept button yourself, you represent and warrant that (a) you have the power and authority to enter into this Agreement and perform its respective obligations hereunder, (b) this Agreement has been duly authorized and executed by you and is a valid and binding obligation of your business entity, enforceable in accordance with its terms, and (c) the execution of this Agreement is not inconsistent with any of your business entity’s constituent documents or any law applicable to you, and (d) affirm that you have reached the legal age of majority.
DEFINITIONS – “Authorized Artwork” means the front cover artwork and any other graphic materials which are owned, controlled, or licensed by Tracks and associated with corresponding Authorized Recordings, solely as delivered to you as part of the Service. – “Authorized Materials” means all Authorized Recordings (and extracts thereof), associated Metadata, Authorized Artwork, Ephemeral Copies, Authorized Trademarks and all other artistic and literary materials delivered to you pursuant to this Agreement for use in connection with a Life Event Video or Life Event Photomontage, as and to the extent expressly permitted herein. – “Authorized Recordings” means those audio recordings delivered by or on behalf of Tracks to you pursuant to this Agreement for use in connection with a particular Life Event Video or Life Event Photomontage in the applicable Territory as of the applicable date prescribed by Tracks for such use via accompanying Metadata. – “Authorized Social Network” means a social network listed in Appendix A. – “Authorized Trademarks” means any Trademark owned and/or controlled by Tracks or its Content Licensors, their Affiliates, affiliated labels or licensors, and made available to Company pursuant to the terms and conditions of this Agreement. – “Content Licensor” means any record label that has authorized a sound recording or any Authorized Materials for use in connection with the Service. – “End Client” means the client for whose personal, non- commercial use you are creating a Life Events Video or Life Events Photomontage. – “Ephemeral Copies” means a limited, reasonable number of copies of Authorized Materials required in order to make Authorized Recordings available via any particular Life Event Video or Life Event Photomontage in accordance with the terms and conditions of this Agreement. – “Life Events” means activities including but not limited to weddings, baptisms / christenings, birthdays, funerals/memorials, life tributes, anniversaries, bar/bat mitzvahs, quinceañeras, proposal/engagement announcements, portrait sessions, school functions, retirement parties, celebrations, and non-professional team tributes that an individual(s), family, school group, or team wishes to have videoed or memorialized for their own and their friends non-commercial enjoyment and do not include broadcast, corporate, political, or commercial projects or any other industry. – “Life Events Photomontage” means an audio visual work with less than 20% of its total duration comprised of motion video content created for a Life Events client. Motion video includes all video, animations and GIFs. Transitions between photographs, or moving photographs are not considered motion video. – “Life Events Video” means an audio visual work with 20% or more of its total duration comprised of motion video content created for a Life Events client. – “License Term” means the period of time detailed when licenses are acquired in the Tracks Life Events storefront. – “Objectionable Activities” means any one or more of the following activities: facilitating and/or promoting illegal activity, depicting sexually explicit images, promoting violence and/or discrimination, incorporating any materials that infringe or assist others to infringe on any intellectual property rights, engaging in the endorsement of political positions, political candidates or religious causes; engaging in any advertising, product placement, sponsorship, promotion, or endorsement of any kind; engaging in the sale or advertisement of pornography, tobacco, firearms or personal hygiene products, or engaging in any other activity which Tracks or its licensor(s) deem(s) in its reasonable discretion to be objectionable. – “Service Materials” means all intellectual property rights subsisting in the Service, including all software, data, and Authorized Materials subsisting in or used in connection with the Service. – “Territory” means the United States, its territories, and possessions.
THE SERVICE – The Service. The Service provides features and functionality that allow you to download, and integrate Authorized Recordings with your Life Events Videos and Life Events Photomontages only for the Life Events market, post to Approved Social Networks, and otherwise manage your account. – Returns and Cancellations of Orders. Once Authorized Recordings have been licensed, the purchase will be considered final and will not be refundable. Once purchased you will have 90 days to download Authorized Recordings before the purchase becomes unavailable.
USE OF THE SERVICE – Rights Granted. We grant you a non-exclusive, non-transferable right to use the Service subject to the Agreement. We do not grant you any resale, reproduction or distribution rights for the Service. – Use of Your Life Events Account. To use the Service, you must have a Life Events account, and you may be required to be logged in to the account. You may only use the Service in connection with one Life Events account. You may not share your Life Events username and password with others or use anyone else’s Life Events username and password. If you use the Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and devices, and you agree to accept responsibility for all activities that occur under your account or password. Tracks reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion. – Usage Restrictions. The Service is offered in the United States. We may restrict access from other locations. We may impose other restrictions on use of the Service. – Our Use of Authorized Recordings to Provide the Service. We may use, access and retain the Authorized Recordings in order to provide the Service to you and enforce the terms of the Agreement, and you expressly give us all permissions we need to do so. These permissions include, for example, the rights to copy the Authorized Recordings for backup purposes and access the Authorized Recordings to provide technical support. – Content Not Screened or Error Free. You acknowledge and agree that the Service and Authorized Materials may contain errors or omissions. Under no circumstances will Tracks be liable in any way for any errors or omissions in the Service and Authorized Materials, or for any loss or damage of any kind incurred as a result of the use or publication of any such Authorized Materials posted or otherwise transmitted. Tracks does not guarantee that the Service or any Authorized Materials will be to your satisfaction. – Multiple Usage of Authorized Recordings. With respect to each copy of an Authorized Recording licensed by you through the Service, you may include such licensed copy of an Authorized Recording in either a Life Events Video or Life Events Photomontage, as applicable (and, for clarity, once you include such licensed copy of an Authorized Recording in either a Life Events Video or Life Events Photomontage, you cannot include such Authorized Recording in any other Life Events Video or Life Events Photomontage until you purchase additional licensed copies of the Authorized Recording through the Service). Notwithstanding the foregoing, an Authorized Recording can be used multiple times within the same Life Events Video or Life Events Photomontage. For example, you may use 10 seconds of a licensed Authorized Recording in the introduction and 30 seconds of the same Authorized Recording in the body of the particular Life Events Video or Life Events Photomontage. However, you may not use the same licensed copy of an Authorized Recording for two separate videos for the same event. For example, if you use an Authorized Recording in a particular Life Events Video, and you wish to use the same Authorized Recording in a “highlights” edit of the same life event, you will need to purchase an additional license of the same Authorized Recording.
GRANT OF RIGHTS Grant of License and Intellectual Property Ownership Subject to your compliance with this Agreement, all content and software provided through the Service are provided non-exclusively and revocably to you, solely for your non-transferable, limited use. All Service Materials belong to Tracks and its licensors. This license and all use or access to Service Materials is expressly conditioned on your compliance with this Agreement’s terms, other applicable agreements, if any, and all applicable copyright and intellectual property rights laws.
Under a Tracks issued license, Tracks hereby grants to you the non- exclusive, non-transferable and non-delegable power and authority to perform the functions set forth below in this sub-section in connection with each Life Event Video or Life Event Photomontage, in each country of the applicable Service Territory during the applicable License Term, subject to the terms, conditions and limitations prescribed elsewhere in this Agreement:
– Download and use the Authorized Materials as set out herein – Integrate the Authorized Recordings into Life Event Videos or Life Event Photomontage – Archive up to 3 Life Event Videos or Life Event Photomontages with Authorized Recordings in DVD, or other digital storage form, for End Client. – Create and store a reasonable and limited number of Ephemeral Copies to the extent necessary to integrate Authorized Recordings into Life Event Videos or Life Event Photomontages. – Post to Authorized Social Networks on behalf of the End Client.
The foregoing notwithstanding, the End Client also is granted the right to post to Authorized Social Networks.
Your compliance with all of the following is an express condition of your license to use or access the Service Materials. You may not, and you will not encourage, assist or authorize any other person to, sell, rent, lease, loan, sublicense, modify, adapt, arrange, translate, reverse engineer, decompile, or disassemble any portion of the Service Materials. Except as stated in this Agreement or as Tracks expressly permits, you may not reproduce or transfer any portion of the Service Materials. You may not create any derivative works, attempt to create the source code from the object code, or download or use any Service Materials for any purpose other than as expressly permitted. You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in connection with the Service, devices, or any of the content or services offered through the Service. You acknowledge that the Service and the content provided through the Service may contain security or technical features that will prevent use of such content or services in violation of this Agreement. Except as this Agreement expressly grants, Tracks and its licensors reserve all rights, interests, and remedies in connection with the Service and the Service Materials. Upon termination of this Agreement, your Life Events account, or license to any Service Materials, you will immediately cease use of the Service and Service Materials and delete or destroy copies of the Service Materials.
Use of the terms “own,” “ownership”, “purchase,” “sale,” “sold,” “sell,” “rent” or “buy” on or in connection with the Service shall not mean or imply any transfer of ownership of any content, data or software or any intellectual property rights therein from Tracks or its licensors to any user or third party. All other company, product, and service names and logos referenced in the Service and the Service Materials are the marks, trade names, trademarks/service marks, and registered trademarks/ service marks (“Marks”) of their respective owners. You may not use or reproduce any Marks without the owner’s express written consent. You may not remove any proprietary notices or labels from any content.
Limitations – You shall not alter, in any way, any of the Authorized Materials, including but not limited to altering the lyrics, the basic melody, or the fundamental character of the Authorized Materials. Basic editing of the Authorized Materials, such as, by way of example only, setting fade-in/fade-out points, deletion of sections of audio, or determining start point, shall not be considered alterations. – You hereby agree that you do not, at any time, acquire any ownership rights, including rights in copyrights, in the Authorized Materials. – You are not authorized under this Agreement to promote, market, distribute, fulfill, host, transmit or otherwise exploit any Authorized Materials, or to otherwise use any such Authorized Materials in any manner or form not expressly authorized herein. – You and End Client are not entitled to direct or indirect revenue, such as advertising, associated with posting of Life Event Videos or Life Event Photomontages on social networking sites. – You are not authorized to use Authorized Materials in broadcast, corporate, or commercial projects or in any industry outside of wedding and life events photography and videography/filmmaking. You may use the Authorized Materials to promote your services, but only as a Life Events portrait filmmaker/videographer/photographer/imager, and not as a commercial portrait filmmaker/videographer/photographer/imager.
Information Provided to Tracks.
The Service and the Service Materials may provide Tracks with information relating to your use and the performance of the Service and the Service Materials, as well as information regarding the devices on which you download and use the Service and the Service Materials. For example, this information may include the device type, IP address of the device, information about your internet service provider, information about when the Service Materials is launched, individual session lengths for use of the Service, information about the content used through the Service, or occurrences of technical errors.
PROHIBITED CONDUCT In addition to Grant of Rights and Limitations listed above, you agree that you will not use the Service to:
– Impersonate any person or entity, including, but not limited to, a Tracks official, employee, or falsely state or otherwise misrepresent your affiliation with a person or entity or employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Service. – Upload, post, email, otherwise transmit, or post links to any content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships or upload, post, email, otherwise transmit, or post links to any content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party, or contributing to inducing or facilitating such infringement.
UNIQUE IDENTIFIERS Content Licensors require us to insert identifiers in the Authorized Materials to uniquely identify it as music you have received from us (“Unique Identifiers”). These Unique Identifiers may include a random number we assign to your order or copy, purchase date and time, and specific project, an indicator that the music was downloaded from Tracks. Looks like something was accidentally cut out here. Media, codes that identify the album and song (the UPC and ISRC), Tracks’ digital signature, and an identifier that can be used to determine whether the audio has been modified. These Unique Identifiers do not affect the playback experience in any way. NO WARRANTY AT TIMES THE SERVICE MAY NOT BE AVAILABLE OR MAY BE AFFECTED BY FAULTS OR MAINTENANCE WORK, OR BY CIRCUMSTANCES OUTSIDE TRACKS’ CONTROL. NO WARRANTY IS GIVEN ABOUT THE ACCURACY, QUALITY, FUNCTIONALITY, AVAILABILITY OR PERFORMANCE OF THE SERVICE OR ANY CONTENT ACCESSED VIA THE SERVICE. THE SERVICE, SERVICE MATERIALS, AND ALL MATERIALS AND INFORMATION INCLUDED IN THE SERVICE ARE PROVIDED “AS IS” WITH ALL FAULTS AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TRACKS DISCLAIMS ALL WARRANTIES, REPRESENTATION AND CONDITONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CHANGES, SUSPENSION AND TERMINATION – Changes. We may change, suspend or discontinue the Service or any part of it or any part of the Agreement at any time without notice. There may be unusual circumstances where due to legal reasons we may no longer be able to store or provide you access to particular content. – Suspension and Termination. Your rights under the Agreement will automatically terminate without notice if you fail to comply with its terms. We may terminate the Agreement or restrict, suspend or terminate your use of the Service at our discretion without notice at any time, including if we determine that your use violates the Agreement, is improper, substantially exceeds or differs from normal use by other users, or otherwise involves fraud or misuse of the Service or harms our interests or those of another user of the Service. If your Service is restricted, suspended or terminated, you may be unable to access Authorized Recordings and you will not receive any refund of fees or any other compensation.
INDEMNIFICATION You shall defend, indemnify and hold harmless Tracks, its affiliates and their respective officers, directors, shareholders, employees and representatives for, from and against any and all costs, claims, suits, losses, liabilities, damages and expenses, including reasonable attorney’s fees they incur due to claims asserted against them by third parties (whether formally or otherwise asserted or threatened) alleging that Tracks’ use of your Life Events Video and Life Events Photomontage, the Authorized Materials notwithstanding, as permitted pursuant to this Agreement infringe or otherwise violate any third party rights, including without limitation, any copyright, common law or statutory right anywhere in the world; or any right of publication, performance, or any other right in any work. You further warrant that your Life Events Video and Life Events Photomontage, the Authorized Materials notwithstanding, does not constitute nor contain any libel, slander, invasion of privacy or defamation of any person, or entity and your Life Events Video and Life Events Photomontage and all elements thereof will be fully cleared by you for all distribution, access and uses set forth herein, and no payments will be required to be made by Tracks to any third party in connection with the exploitation of your Life Events Video and Life Events Photomontage hereunder (or, if any such payments are required, you will be solely responsible therefore and indemnify and hold harmless Tracks in connection therewith).
GENERAL – Waiver All licenses granted to you are non-exclusive. Our failure to insist upon or enforce your strict compliance with the Agreement will not constitute a waiver of any of our rights. – Amendments. We may amend the Agreement at our sole discretion by posting the revised terms in the Service. Your continued use of the Service or the Service Materials after any amendment evidences your agreement to be bound by it. – Severability. If any term or condition of the Agreement is deemed invalid, void, or for any reason unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.
REPRESENTATIONS AND WARRANTIES – By Both Parties. Each party represents and warrants that: (i) it has the right, power and authority to enter into this Agreement and to perform fully its obligations hereunder; (ii) it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party; (iii) no agreement previously entered into by such party will interfere with such party’s performance of its obligations under this Agreement; and (iv) it shall perform its obligations under this Agreement in compliance with applicable laws, rules and regulations of any governmental authority. – By Tracks. Except as expressly provided elsewhere in this Agreement, (i) Tracks will obtain and maintain in full force and effect (at Tracks’ sole cost and expense) all necessary licenses, permits and other authorizations required by law to operate and perform the functions and services required in connection with the Service. (ii) Tracks shall be solely responsible for obtaining any authorizations, clearances and consents required from, and remitting any necessary payments to, the Content Licensors to operate the Micro-License Service. – By You. You will ensure that your Life Events Video and/or Life Events Photomontage do not contain or utilize any content or other materials that constitute Objectionable Activities. You will not make any use of any Authorized Materials, or authorize any third party to make any use of any Authorized Materials, except as specifically permitted in this Agreement.
DISPUTES Disputes/Binding Arbitration. Any dispute or claim relating in any way to your use of any Tracks service, or to any products or services sold or distributed by Tracks will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. If any provision of the agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this agreement shall not be affected thereby.
LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES SHALL TRACKS, ITS EMPLOYEES, AFFILIATES, LICENSORS OR OPERATORS OF THIRD PARTY WEBSITES, BE LIABLE TO YOU, ANY USER, OR ANY THIRD PARTY ON ACCOUNT OF YOUR OR THAT PARTY’S USE OF, MISUE OF, OR RELIANCE ON OR ACCESS TO THE SERVICE ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF INCLUDING ANY LOSS OF DATA, DAMAGE CAUSED BY DOWNLOADING OR ACCESSING THE SERVICE, OR USE OR MISUSE OF THE SERVICE IN ANY WAY (INCLUDING WITHOUT LIMITATION ANY WIRELESS DATA ACCESS COSTS OR CHARGES YOU MAY INCUR AS A RESULT OF USING THE SERVICE). SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANT, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF TRACKS, ITS EMPLOYEES, AGENTS, VENDORS, OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THAT ANY JURISDICTIONS DO NOT ALLOW THEM, THE ABOVE EXCLUSIONS OR LIMITATION MAY NOT APPLY. YOUR SPECIFIC RIGHTS MAY VARY FROM JURISDICTION TO JURISDICTION. THIS CLAUSE DOES NOT AFFECT TRACKS’ LIABILTY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE OR ANY LIABILITY FOR FRAUDULENT MISREPRESENTATION.
AUTHORIZED SOCIAL NETWORKS
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