These terms and conditions apply to all use of the application “IndieSound.com” and the related website, http://www.IndieSound.com (separately or together the “Site”). A reference to “we”, “us” or “our” is to IndieSound.com.
By accessing, using or browsing the Site you agree to be bound by these Terms, and all other terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Site.
YOU MUST BE 13+ YEARS OF AGE OR OLDER TO USE THIS SITE.
IF YOU ARE 13+ YEARS OF AGE OR OLDER AND ARE A MINOR, YOU MUST HAVE PERMISSION FROM YOUR PARENT OR GUARDIAN TO USE THE SITE. IF YOU DO NOT HAVE PERMISSION FROM YOUR PARENT OR GUARDIAN, YOU MAY NOT USE THE SITE.
We may change or modify any of the terms and conditions contained in these Terms, or any policy or guideline of the Site, at any time and in our sole discretion. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site and your continued use of the Site after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Site. The Terms will always show the 'last updated' date at the bottom. If you do not agree to any amended Terms, you must stop using the Site. If you have any questions about the Terms, please email us at the contact address below.
The various services we provide through the Site, including but not limited to our instant messaging services (collectively, "Services") are for your own use only. You may not resell, lease or provide them in any other way to anyone else.
1. Registration and Account Security
If you register for an account on the Site, you agree:
1.1 Fully and honestly to complete all requests for information (“Registration Data”);
1.2 To maintain the security of your password;
1.3 To maintain and promptly update the Registration Data, and any other information you provide to the Site, and to keep it accurate, current and complete;
1.4 To accept all risks of unauthorised access to the Registration Data and any other information you provide to the Site.
You are responsible for all activity on your Site account. In the event that you forget your login information and wish to retrieve it, you will be directed to a password recovery page where you will be asked for the email address associated with the account. If the email address is valid, a key will be emailed to the email account which may be clicked on to restore or reset the account password.
We aim to protect your personal information and uploaded content against unauthorised access, disclosure, inappropriate alteration and misuse. We make commercially reasonable efforts to ensure the security of your personal information and downloadable content on our system. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. Therefore we make no warranties as to the security of any information or uploaded content that you submit to us electronically, which you do at your own risk.
2. Ownership, Copyright and Trademarks
In these Terms the content on the Site, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files,
and their selection and arrangement is collectively referred to as "Content". Content provided by Users is called
"User Content". User Content is that User's property. Our only right to use User Content is the limited licences
granted to us in these Terms. Other than User Content, all content in
whatever form on the Site or used to create and operate the Site is the property of us or our licensors.
You are fully responsible for all User Content provided by you or through your account. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to other people and by uploading such content you agree to indemnify us and any other User who downloads, streams or broadcasts the User Content in accordance with these Terms from and against all liability arising from such content and/or such download, streaming and/or broadcast. We retain the right (exercisable entirely in our discretion) to remove, screen or edit without notice any User Content that you post or store on the Site (including but not limited to User Content which we in our discretin consider to be of the type listed in Section 3 below), and we may do this at any time and for any reason.
You may click on the "Report copyright infringement link" under certain User Content to flag User Content that you consider to be in violation of these Terms or the rights of third parties. While we make reasonable efforts to review User Content flagged in this manner, we are under no obligation to remove the flagged User Content and in no way represent that we will remove or otherwise address flagged User Content. If your Content has been flagged and we consequently remove it from the Site, we may notify you by way of the email address registered to your account, but are not obliged to do so.
3 Use of the Site
The Site contains areas accessible to the public or registered Users in which you or third parties may post sound, photographs, messages, materials
or other items (“Accessible Areas”). You are solely responsible for your use of such Accessible Areas and you agree to
use them at your own risk. User Content submitted to any area of the Site accessible to other Users will be considered non-confidential. By using
any Accessible Areas, you warrant and undertake to us that you will not post, upload to, transmit, distribute, store, create or otherwise publish
through the Site any of the following:
3.1 Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, sexist, homophobic, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
3.2 Content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any relevant law;
3.3 Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
3.4 Personal information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
3.5 Viruses, corrupted data or other harmful, disruptive or destructive files;
3.6 Content that may infringe any intellectual property rights of any party;
3.7 Unsolicited promotions, political campaigning, advertising or solicitations;
3.8 Content that is unrelated to the topic of the Accessible Area(s) in which such content is posted; or
3.9 Content that we in our sole discretion consider inappropriate.
You shall not use the Accessible Areas or the Site generally to send commercial or other messages to any third party if those messages are not solicited, authorised or welcomed by the recipient, and in your use of the Site you must comply with all applicable laws, including laws that apply in any relevant jurisdiction.
Any use of the Accessible Areas or other portions of the Site in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas, any Services and/or the Site.
4. Licences of User Content
By posting or distributing User Content to or through the Site, you:
4.1 grant us, our affiliates and subsidiaries a non-exclusive, royalty-free, transferrable, perpetual and irrevocable right to use, display, perform, reproduce, distribute, publish, modify, adapt, host, translate, and create derivative works from such User Content on the Site, in the manner in and for the purposes for which the Site from time to time uses such User Content and for promotion of the Site and its content; 4.2 acknowledge and agree that other Users may download, stream and/or broadcast such User Content;
4.3 represent and warrant that:
4.3.1 you own and control all rights in and to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site; and
4.3.2 the use, distribution and posting or other transmission of such User Content by us or other Users in accordance with these Terms does not violate these Terms and will not violate any laws or cause injury to any person or entity.
If your User Content is intended for the use of other Users, you also grant us, our affiliates and subsidiaries a non-exclusive, royalty-free, transferrable, perpetual, irrevocable right to sublicense such User Content to such Users for their use in connection with their use of the Site.
If you send to us or post on the Site in any public area any item (“User Posting”), you acknowledge that we can use the User Posting without acknowledgement or compensation to you. You hereby grant to us a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and licence to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, copy, bundle, market, adapt, transmit, arrange, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person, display or otherwise use any User Posting and to incorporate any User Posting in other works in any form, media, or technology now known or later developed, including for advertising and promotion purposes, for any purpose, whatsoever, without any duty to account to you.
5. Your use of Content
In relation to all content of the Site accessible to you but not your own User Content, we grant you a limited, revocable, non-exclusive, non-sublicensable licence to access the Site and to view, play, download, stream and print the portions of such content available to you on the Site. Such licence is subject to these Terms, and in particular: (i) you may only view, play and print such portions of such content for your own non-commercial use or for public broadcast; (ii) you may not modify or otherwise make derivative works of the Site or any content, or reproduce, distribute or display the Site or any Content (except for page caching) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Site or such content other than for its intended purpose. You will indemnify us from any liability arising from your use of another person's User Content which is not in accordance with the terms of the licence granted above.
6. Links to Other Sites
The Site may contain links to third party websites (“Third Party Sites”) and third party content (“Third Party Content”) as a service to those interested in this information. You use links to Third Party Sites, and any Third Party Content or service provided there at your own risk. We do not monitor or have any control over, and make no claim or representation regarding, Third Party ontent or Third Party Sites. We provide these links only as a convenience, and a link to a Third Party Site or Third Party Content does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. We accept no responsibility for reviewing changes or updates to, or the quality of, Content, policies, nature or reliability of, Third Party Content, Third Party Sites, or Websites linking to the Site. When you leave the Site, our Terms no longer apply. You should review applicable terms and policies, including privacy policies and data gathering practices, of any Third Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7. Advertisements and Promotions
We may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site.
8. Warranty Disclaimer
The Site, its content and the Services available on the Site are provided to you on an "as is", "as available" basis without representations, warranties, conditions or guarantees from us of any kind, either express or implied. We expressly disclaim all representations, warranties, conditions or guarantees, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement or that the Site is free from viruses. We do not represent or warrant the Site, its content or the Services are accurate, complete, reliable, current or error-free, and expressly disclaim any representation or warranty as to the accuracy or proprietary character of the Site, its content, the Services or any part thereof.
9. Limitation of Liability
We shall not be liable for any direct, special, indirect, exemplary, consequential or punitive damages, or any other damages of any kind, including, but not limited to, loss of use, loss of profits, loss of data, loss of goodwill or other intangible losses or other economic loss, whether in an action in contract, delict (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Site the Services or the Site’s content, including without limitation any damages caused by or resulting from: (i) your use or inability to use the Site or its content or any Services; (ii) any third party claims that the use by you of the Site’s content, the Site or any of the Services violates any third party intellectual property right or privacy right; (iii) any failure of performance of the Site, the Services or the Site’s content, whether related to mistakes, errors, omissions, interruptions, defects, delays in operation or transmission, deletion of files or email, computer viruses or any failure of performance (whether or not resulting from acts of God, communications failure, theft, destruction or unauthorised access to our records, programme or services); (iv) any damages arising from communications or transactions with other Users of the Site, whether through blogs, the Services or otherwise, or persons that you meet through the Site; or (v) any other matters relating to this Site, its content or the Services, based in contract, negligence, strict liability, fundamental breach or otherwise.
In no event shall our aggregate liability, whether in contract, warranty, delict, product liability, strict liability or otherwise arising out of or relating
to the use of the Site exceed any payment paid by you for access to or use of the Site, the Content or the Services during the month prior to the date of any
You shall fully defend, indemnify and hold harmless us from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, from the use of the Site by any person to whom you give access to your account and/or User Content and form the use of your User Content in terms of the licences granted under Sections 4 and 5, including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights, of any third party.
10. Use of Information
The Site is a public forum. You should be aware that personal information (including your name, location, etc.) which you voluntarily include and transmit
online may be viewed and used by others without any restrictions. We are unable to control such use of your information and, by using the Site, you acknowledge
and accept that the information provided by you may be viewed and used by third parties for any number of purposes.
When you register on the Site, you create a profile (“Profile”). Your User ID, but not your email address, will be visible to the public. All content you add to your Profile will be displayed on the Site and will be visible to the public. If you include personal information in your Profile, you should be aware that such information can be read, collected, or used by other Users, and could be used improperly and for purposes that you may not intend.
You may modify or remove any of the information in your Profile at any time by logging into your account and making the desired changes. For technical reasons, any modifications or deletions which you request may take a short period of time to take effect. If you change or delete any of your personal information, we will remove the old or deleted information from public view; however, we may keep such information archived.
Your Profile may also be indexed by search engine websites, such as Google, Bing or Yahoo, through the use of automated robots. These search engine robots will index the Site at various times over which we have no control. Any information gathered by the search engine’s robot will be searchable within the search engine’s website. If you update your Profile the changes may not be updated by the search engine until its robot indexes the Site again.
The information about you may be used for the following purposes:
· providing you with services offered by the Site;
· customising your experience;
· informing you about online and offline offers, services, events, products and updates;
· delivering information to you that may be relevant to your interests;
· troubleshooting problems;
· resolving service disputes;
· measuring interest in our products and services;
· detecting and protecting us against error, fraud and other criminal activity;
· providing you with system or administrative messages, and otherwise engaging in correspondence with us; and
· advertising and promotion of site content on social networks, websites and other media;
· for other purposes described at the time of collection.
We may also use personal information about you to improve our marketing and promotional efforts, to analyse Site usage, to improve our content and product offerings and to customise the Site's content, layout and services.
11. Promotion and Marketing· We shall advertise and promote the Content on the Site in such manner as we consider appropriate in our discretion, but we shall have no obligation to promote or advertise in any particular way the content from the User.
· We may, at our discretion, remove any Content from the Site which we consider inappropriate at any time and without notice.
· We may cease promoting and marketing any Content on the Site at any time at our discretion.
· No guarantee is given that the Site will be available to be accessed by Users at any particular time.
· The User shall defend, hold harmless, and indemnify us, and/or our subsidiaries, affiliates, directors, officers, employees, agents, successors and permitted assignees (collectively "Indemnified Party"), from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses and/or liabilities of any kind, (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) threatened, asserted or filed (collectively, "Claims") brought or made by any third party against the Indemnified Party arising out of the User’s use of Content or upload of User Content.
12. Advertising and Promotion of User Content for Upgraded and Pro Accounts
We shall advertise and promote the Content on the Site in such manner as we consider appropriate in our discretion, but we shall have no obligation to promote or advertise in any particular way any content from the User.
If content in our discretion is deemed as inappropriate for advertising purposes and remains within the terms set out in Section 3. then User will be notified by email and offered one of the following options:· Cancellation of the subscription upgrade with a refund for the full amount relating to the upgraded transaction.
· Continuation with the subscription upgrade at discounted rate that will be offered at time of the notification.
13. Account Upgrade Monetization and Sale of Third Party Subscriptions
We allow third party sellers to list and sell their digital content on the Site. While we therefore facilitate transactions, we are neither the buyer nor seller of any products, digital work and/or services on the Site (“ITEMS”). When you make a contract to buy an ITEM this is a contract between you and the seller of the ITEM. We are not a party to such contract (nor the seller’s agent) and assume no responsibility arising out of or in connection with it.
The seller grants a licence to us to publish the user’s Content on the Site and make it available to users of the Site to download and use in accordance with the Licence Terms.
The seller shall specify the price at which the Content will be offered for sale through the Site. You agree that such Content shall be provided in the format set by us at our discretion and no warranties are given by us regarding the Content.
The price at which the Content will be offered through the Site will be inclusive of all VAT and other sales taxes. You will be responsible for ensuring that any appropriate TAX invoice is issued and that you account for it accordingly.
In consideration of the seller making the Content available to Users, we hereby undertake to make a commission charge on the sales proceeds of an amount equal to 20% of the sale value. Any applicable VAT or TAX for this commission will be included this charge.
In the event that after making any payment to a seller, we become aware of any issue requiring refunds, the seller must refund the payment on request.
We may terminate your use of the Site at any time. You may terminate your use of the Site at any time. When your account is deactivated, any content you have uploaded to the Site may remain on the Site. The licence you grant to us in Section 4 survives the termination of your use of the Site. In addition, we may retain an archival copy of your User Content (including any instant messages) after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
15. Change of Control
In the event that we are the subject of a business transition such as a merger with another company, an acquisition by another company or sale of all or some of our assets, your information may be among the assets transferred.
16. Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.
The parties irrevocably agree that the courts of Scotland shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
If you have any questions about terms, services or the Site, please do not hesitate to contact us by e-mailing email@example.com