These Terms and Conditions (Terms) explain the relationship between SongPad Limited (collectively referred to as SongPad, we, us or our in these Terms) and you when you access and use the website https://www.songpad.co/ and/or platform https://app.songpad.co/ and all corresponding web pages and websites (Site) and your use of the services accessible through the Site (Services). The purpose of the Site and our Services is to provide you with an online song writing platform. For the purposes of these Terms, you or your refers to you as a visitor to the Site or as a registered user of the Services.
1.1 By using the Services you accept and agree to the Terms below. If you do not agree to all of the Terms you should not interact with the Site in any way.
2.1 We may link to, incorporate or use third party software and services, such as social networking or sharing features, within the Site. Use of any such software or services is subject to the applicable terms of those third parties at the relevant time. You agree that you will comply with any such third-party terms and conditions when using the Site.
3.1 To access and benefit from certain sections and features of the Services, you are required to register and set up an account (Account).
3.2 We do not target the Services to users under 13 years of age. By using the Services, you therefore confirm that you are 13 years of age, and, where you are under 18, you confirm that you have your parent’s or guardian’s consent and that your parent or guardian has read and agreed to these Terms.
3.3 You agree, accept and understand that:
3.3.1 you will maintain and update your registration and Account information to ensure it is current, complete and accurate;
3.3.2 you can amend your registration details at any time through your Account;
3.3.3 you are and shall remain responsible for maintaining the confidentiality of your Account credentials, further you are responsible for all activities that occur through your Account, whether or not authorised by you;
3.3.4 we have the right to terminate your Account and use of the Service if you provide untrue, incomplete or inaccurate information or if we suspect that you are sharing your Account with any other person;
3.3.5 you will use the Services in accordance with applicable laws, rules and regulations;
3.3.6 you are responsible for all of your activities that occur within, through or as a result of your use of the Services; and
3.3.7 you agree that you will not use the Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights.
3.4 You warrant that (i) you have validly entered into these Terms and have the legal power to do so; and (ii) you have all necessary rights, licenses, consents and permissions to use the Services.
3.5 We reserve the right to refuse to provide the Services to anyone for any reason at any time.
4.1 Unless otherwise expressly specified, all right, title, interest and ownership rights and any copyright, design right, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets and trade marks (whether registered or unregistered) and any applications therefore and other intellectual property rights (together Intellectual Property Rights) in the Site and the Site content, including but not limited to all text, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content (Site Content), anywhere in the world belong to us and/or our licensors. All rights are asserted and reserved, save for those granted under these Terms. The Site or Site Content may contain licensed materials and you hereby acknowledge that our licensors may act to protect their interests in the event of any breach of these Terms.
4.2 We grant to you a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Site and to access, and use the Services subject to the limitations set forth in these Terms and any and all other terms and policies set forth in the Services.
4.3 All third party trade names and trade marks are the property of their respective owners and we make no warranty or representation in relation thereto.
5.1 You may upload and submit your user content to the Services (User Submitted Content) to create new content (SongPad Generated Content), such User Submitted Content shall include but not be limited to lyrics, compositions, sound recordings (whether vocal or instrumental), and audio content.
5.2 We do not pre-screen the User Submitted Content for the purpose of providing the Services. You assume all risks associated with the User Submitted Content and you represent and warrant that you own all rights to the User Submitted Content and you have paid for or otherwise have permission to use any User Submitted Content submitted. Furthermore, you represent and warrant that the User Submitted Content is and will continue to be true, current, accurate, non-infringing upon any third party right, and it shall not be unlawful for you to upload, import, copy, possess, transmit, display or otherwise use the User Submitted Content as part of the Services.
5.3 You shall retain all ownership rights in and to the User Submitted Content, subject to the rights, licenses and other rights in these Terms. You hereby grant to us a worldwide, nonexclusive and royalty-free license to use, reproduce, transmit, display and adapt the User Submitted Content as necessary for us to provide the Services to you in accordance with these Terms. You understand that we will use the User Submitted Content to develop and improve the Services.
5.4 You will own all intellectual property rights in and to the SongPad Generated Content. We make no warranties that the SongPad Generated Content created via the Services shall not infringe any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right. If you chose to exercise any intellectual property rights in and to the SongPad Generated Content, you are solely responsible for evaluating whether the SongPad Generated Content infringes or may infringe any third party’s intellectual property rights, including but not limited to the rights of any other third party User Submitted Content.
5.5 Subject to any similar rights you may have already granted to third parties, you hereby grant to us a worldwide, irrevocable, nonexclusive and royalty-free license to use, reproduce, transmit, publicly display and perform and otherwise use and exploit the SongPad Generated Content, and to grant sublicenses of the foregoing rights.
5.6 The licence granted to us at section 5.5 hereunder shall not be construed to allow us to engage in sales of music through traditional channels, using music distributors and record companies as those terms are commonly known throughout the music industry. In the event that we are able to offer such services, then you and we shall enter into a separate agreement in respect of the same, on terms to be agreed in good faith between you and us.
6.1 The Services may contain bulletin board services, chat areas, news groups, forums, communities, personal profiles, calendars, and/or other message or communication facilities designed to enable you to communicate with other users of the Services (collectively, Site Community Features)
6.2 You agree to use the Site Community Features only to post, send and receive messages and material that are proper and related to the Services.
6.3 You agree that when using the Site Community Features, that you will not:
6.3.1 Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other users. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
6.3.2 Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
6.3.3 Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
6.3.4 Advertise or offer to sell or buy any goods or services for any business purpose, unless such Site Community Feature specifically allows such messages;
6.3.5 Conduct or forward surveys, contests, pyramid schemes or chain letters;
6.3.6 Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
6.3.7 Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
6.3.8 Restrict or inhibit any other user from using and enjoying the Site Community Features;
6.3.9 Violate any code of conduct or other guidelines which may be applicable for any particular Site Community Feature;
6.3.10 Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
6.3.11 Violate any applicable laws or regulations.
6.4 We are under no obligation to monitor the Site Community Features. However, we reserve the right to review materials posted by users to a Site Community Feature and to remove any materials, at our sole discretion. We reserve the right to terminate your Account at any time without notice for any reason whatsoever in accordance with this section 6.
6.5 You should use caution when giving out any personally identifying information about yourself (or anyone known to you) in any Site Community Feature. We do not control or endorse any content, messages or information found in any Site Community Feature and, we are not liable with regard to the Site Community Features and any actions resulting from your participation in any Site Community Feature.
7.1 To access and benefit from certain sections and features of the Services, you may be required to pay fees, as determined by us in our sole discretion.
7.2 The price of the Services (which includes VAT) will be the price indicated on the Site at the time when you created your Account and may be varied by us from time to time on reasonable notice to you. We take all reasonable care to ensure that the price of the Service advised to you on the Site is correct.
7.3 The Service is billed in advance on a monthly or annual basis and is non-refundable. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with a paid Account. Payments due for the Service are subject to the terms of the online order process at https://stripe.com/terms/US.
7.4 You can pay using a credit or debit card through our secure third party payment service provider Stripe, Inc. We do not accept cash. Your credit card or debit card will be charged when we confirm your order has been accepted and the Service fee will be due. You can update your payment method at any time via your Account by going to the ‘Settings’ section and updating your payment method. We do not store or have access to your credit or debit card details.
8.1 You are not permitted to:
8.1.1 remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the Services;
8.1.2 decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any of the Services;
8.1.3 reproduce, adapt, create derivative works of, translate, localise, port or otherwise modify any of the Services;
8.1.4 use any means to discover the source code of the Services or to discover the trade secrets in the Services; or
8.1.5 otherwise circumvent any functionality that controls access to or otherwise protects the Services.
8.2 You are responsible for complying with all laws, rules and regulations (including those relating to internet, data and email privacy) that apply to your use of the Services.
8.3 By setting up an Account and using the Services, you are subject to our Fair Use policy as set out in section 8.4. A Fair Use policy allows us to enforce a usage limit to Users on unlimited plans to prevent misuse or excessive use of Songpad Generated Content provided. When you use the Services, you agree to adhere to the Fair Use policy and to have these restrictions inside your Account.
8.4 You will not be allowed to generate a high volume of SongPad Generated Content. Any Account which repeatedly appears in the top 5% of users generating above and beyond the expected usage in any one month will automatically be flagged to our compliance team and your Account will be reviewed for automation scripts and/or shared logins.
8.5 If you are identified as a user on an unlimited plan failing to comply with the Fair Use policy we reserve the right to suspend access to your Account and/or or terminate your access to the Services and you will not receive a refund of any fees paid.
8.6 Contact us at [email protected] if you need any further explanation or details regarding the Fair Use Policy.
9.1 We shall provide the Services in accordance with these Terms and all applicable laws, rules and regulations.
9.2 We warrant that we have validly entered into these Terms and have the legal power to do so.
10.1 Subject to section 10.4, we are only responsible to you for foreseeable loss and damage caused directly by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our materially breaching these terms or our failing to use reasonable care and skill. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
10.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
10.3 Nothing in these Terms shall limit your statutory consumer rights.
10.4 We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity through your use of the Services (whether direct or indirect).
10.5 We recommend that you back up any content and data used in connection with the Services, to protect yourself in case of problems with the Services.
10.6 The Site has not been developed to meet your individual requirements. Please check that the facilities and functions of the Site meet your requirements.
10.7 We are not responsible for events outside our control. If the provision of, or our support for, the Service is prevented or delayed by an event outside our control, then we will contact you as soon as possible after we are made aware and where possible to let you know and we will take steps to minimise the effect of such events. You agree that, provided we do this, we will not be liable for interruptions or delays caused by the event.
10.8 Our maximum aggregate liability under or in connection with these Terms and the Service whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the greater of any amount we charge for our Services or £10. This does not apply to the types of loss set out in section 10.2.
10.9 You acknowledge that the Services may be updated, altered or removed at any time without notice to you. We are not responsible for, and have no liability in relation to, the content, transmission, receipt, hosting, processing or other use of any User Submitted Content.
10.10 You assume complete responsibility for use of the Services and the Services are provided ‘as is’ and on an ‘as available’ basis without any representation, endorsement or warranty of any kind other than that it will be of satisfactory quality, as described, and fit for purpose.
10.11 We do not guarantee that the Site will be (i) free of errors, viruses or bugs or other defects; or (ii) that the Site or any Site Content or information displayed or distributed through the Site or in the accompanying documentation will be accurate or complete; or (iii) that any defects in the Site will be corrected; or (iv) that operation of the Site will be uninterrupted.
10.12 We do not give any warranties or assurances generally about any intended or actual outcomes of SongPad Generated Content created by your use of the Site or Services. We make no warranties that the SongPad Generated Content created via the Services shall not contain any offensive, indecent or objectionable language and you rely on the SongPad Generated Content and any outcomes or results of your use of the Services at your own risk.
11.1 You agree to indemnify us and our affiliates, directors, officers, employees and agents keep us indemnified from and against all claims brought against us by any third party arising from your use of the Services or any violation of these Terms, the rights of a third party or applicable law.
11.2 Your indemnification obligations in section 11.1 apply to any applicable actions taken under your Account. We reserve the right, and at our own expense, to assume the exclusive defence and control of any matter subject to indemnification hereunder.
12.1 You are solely responsible for cancelling and closing your Account. You can cancel your paid subscription at any time in your Account settings. The Services are billed in advance on a monthly basis and automatically renews at the end of your subscription term. If you request to cancel your Account before the end of your subscription period, your cancellation will take effect immediately and you will not be charged again. Your Account will remain active until the end of the subscription period.
12.2 You understand that any termination of your Account may involve deletion of your User Submitted Content associated with your Account. We will not have any liability to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Submitted Content.
12.3 Subject to this Section, these Terms will remain in full force and effect while you use or access the Services.
12.4 We, in our sole discretion, have the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services, for any reason without notice. Such termination of the Services will result in the deactivation or deletion of your Account or your access to your Account.
12.5 This section 12 along with sections 3, 4, 5, 10 and 11 will survive any termination or expiration of these Terms.
12.6 Termination will not limit any of our other rights or remedies at law or in equity. You agree that a breach or a threatened breach of these Terms will cause us injury for which money damages will not provide an adequate remedy and we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedy with respect to any breach of these Terms, in addition to such other remedies as we might otherwise have available under applicable laws.
13.1 If you are a rights owner (or agent acting for a rights owner) and believe that your intellectual property rights are being infringed via any content or work that appears on or through our Services and you wish us to remove it or suspend/disable access to it, contact us [email protected] and please set out the following:
13.1.1 Details of the content you claim is infringed, together with sufficient information for us to identify where within the Services the content is located that you allege infringes your rights;
13.1.2 Sufficient contact information (including email address) for us to contact you to discuss your claim;
13.1.3 A statement that: you are the rights holder, or duly authorised by the rights holder to act on their behalf; that you believe in good faith that the use of the content complained of is not authorised by you or the rights owner; and that the information you supply in your notice is true and complete.
14.1 We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Services after the “Last Updated” date at the top of this page. Your continued access or use of the Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms.
14.2 These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by us but you may not assign them without our prior written consent.
14.3 If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired.
14.4 If either party fails to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.
14.5 Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
14.6 In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein are for convenience only.
14.8 These Terms are governed by the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.