TUNECORE SOCIAL TERMS AND CONDITIONS

Effective as of April 18, 2017

Please read the following terms and conditions carefully. These terms and conditions, as well as the copyright policy (the “Copyright Policy”) and privacy policy (the “Privacy Policy”) (incorporated herein by reference and collectively referred to as the “Terms of Service”) govern your access to and use of the TuneCore Social service and the TuneCore Social mobile application including any products and/or services therein (collectively, the “App”) and any information, text, graphics, photos, sound recordings or other materials uploaded to, downloaded from or appearing in the App (“Content”). This is a legal agreement between you and TuneCore, Inc. ( “Company”). Company reserves the sole right at any time to modify, discontinue or terminate the App without notice. Company reserves the right, at any time, to modify and change any or all of the Terms of Service, in our sole discretion, including but not limited to the fees and charges associated with the use of the App. It is your responsibility to check these terms and conditions periodically for changes. By continuing to use or access the App after Company makes and posts any such modification, you agree to be legally bound by the revised terms and conditions. You are responsible for regularly reviewing the most current version of these Terms of Service. You may not alter the terms and conditions of the Terms of Service without Company’s express written consent.

YOU UNDERSTAND THAT BY USING THE APP, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE APP.

BASIC TERMS

(a) You retain all of your rights to any Content you submit, post or display through the App. By submitting, posting or displaying Content on or through the App, you grant Company a worldwide, non-exclusive, royalty-free license to access, use, copy, reproduce, process, adapt, modify, publish, transmit, format, store, archive, index, display and distribute such Content in any and all media or distribution methods whether now known or existing in the future. You agree that this license includes the right for Company to provide, promote and improve the App.

(b) All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Company may not monitor or control the Content posted via the App and Company cannot take responsibility for such Content. Company, in its sole discretion, reserves the right to reject any Content that you submit.

(c) In connection with your use of the Content, Company gives you a personal, worldwide, non-assignable and non-exclusive license to solely make non-commercial use of the App and any content received by you therefrom. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the App as provided by Company, in the manner permitted by these terms.

(d) Company does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the App or endorse any opinions expressed via the App. Under no circumstances will Company be liable in any way for any Content, 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 posted, emailed, transmitted or otherwise made available via the App or broadcast elsewhere.

(e) In connection with your use of the App, you hereby waive any right to any royalties (including, without limitation, performance royalties, mechanical royalties, or any other fees or royalties, statutory or otherwise) that Company may be obligated to pay you or a third party in connection with the use of the App. For the avoidance of doubt, you shall be solely responsible for securing and paying for any licenses (as applicable) required from musical composition copyright owners or their agents in connection with the use and performance of Content hereunder, as well as royalties due to artists, producers or other persons who performed in the making of the Content and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes.

(f) You agree that you will not use the App to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Company may disable access to and/or terminate your account and/or remove or disable access to any Content you submit in the event that Company receives any claim that, if true, would constitute a violation of these Terms of Service, or otherwise has reason to suspect, in its good faith discretion, that you are infringing the intellectual property rights of any third party.

(g) To purchase the App, you must provide Company with a valid credit card or other payment method (e.g., PayPal account) to pay for such services (the “Payment Method”). The App may be available as a one-time purchase, and can be purchased as a monthly or yearly subscription, which will automatically renew at the end of its applicable term. Company may amend these fees from time to time without notice to you. You expressly agree that Company is authorized to deduct your recurring subscription fees, any applicable tax and other charges you may incur in connection with your use of the App directly from any Payment Method you provide to Company. You are solely responsible for all charges, fees, duties, taxes, foreign exchange fees and assessments arising out of any use of your account by you or anyone else using your account. If you notify Company in writing that you are terminating your subscription to the App, no further subscription fees will be charged to your Payment Method. You will not be entitled to reimbursement of any pre-paid fees. If for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these Terms of Service, Company will be entitled to recoup, at its sole discretion, the subscription fee, by any means necessary. It is your responsibility to notify Company if your Payment Method has changed by making the appropriate changes to your account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted at Company’s sole discretion. For all charges in connection with the App, we, or payment processor acting on our behalf, will bill your credit card or alternative payment method. In the event that your credit card or alternative payment provider refuses to pay us for an amount credited to your account, we will have the right to disable access to the App or the products or services purchased from your account. You agree that you will not cancel or reverse any paid charges for the App or otherwise attempt to defraud us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. ALL PURCHASES OF THE APP ARE NON-RETURNABLE AND NON-REFUNDABLE.

(h) You are responsible for paying all taxes associated with your purchase of the App. If Company has the legal obligation to pay or collect taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If you are required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Company receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(i) Any new features added to or augmenting the App are also subject to the Terms of Service. Certain new features made generally available at no cost to all subscribing customers will be made available to you at no additional charge. However, the availability of some new features may require the payment of additional fees, and Company will determine at its sole discretion whether access to any other such new features will require an additional fee.

PASSWORDS. You are responsible for safeguarding the password that you use to access the App and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
WARRANTIES; REPRESENTATIONS; INDEMNITIES.

(a) You warrant and represent that you are at least eighteen (18) years of age; you have the right and authority to enter into this agreement and to grant to Company all rights specified herein; the Content provided by you is one hundred percent (100%) owned or controlled by you throughout the world and the use thereof shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that Company shall have the right to exploit the same in any manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity.

(b) You shall defend and indemnify Company and any of its affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing representations and warranties or any of the agreements contained in these Terms of Service, including reasonable attorneys’ fees and expenses.

(c) Company shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend Company at your expense with counsel approved by Company, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, Company may, if it so elects, defend itself at your cost and expense and you agree that Company may require your participation in such defense as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made, Company shall have the right, in its sole discretion, to remove or disable access to the Content that is the subject of such claim. Any settlement of any claim shall be subject to Company’s prior written approval.

(d) THERE ARE NO REPRESENTATIONS OR WARRANTIES BY COMPANY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE TERMS OF SERVICE.

TERM.The Terms of Service shall apply at all times while you utilize the App.
DISCLAIMERS AND LIMITATION OF LIABILITY.

(a) Your access to and use of the App is at your own risk. You understand and agree that the App is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Company disclaims all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement. Company makes no warranty and disclaims all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the App or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the App or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the App; and (iv) whether the App will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Company or through the App, will create any warranty not expressly made herein. You further understand that there may be interruptions in service or events on third party platforms, including, but not limited to, Facebook, Twitter, etc., that will affect your use of the App and that are beyond our control to prevent or correct. Interruptions in your use of the App that are beyond our control shall not serve as a basis to terminate your subscription or demand a full or partial refund of any prepaid fees.

(b) The App may contain links to third-party websites or resources. You acknowledge and agree that Company is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. You shall comply in all respects with all applicable terms of the third party platforms that you access or subscribe to in connection with the App, including the applicable terms for third party platforms, such as the Twitter Terms of Service published at https://twitter.com/tos?lang=en, the YouTube Terms of Service published at https://www.youtube.com/t/terms and the Google Privacy Policy published at https://policies.google.com/privacy. You may be able to change how your data is accessed in connection with such third party platforms at the applicable third party platform’s website, such as Google’s security settings located at https://myaccount.google.com/permissions. You acknowledge that the App interoperates with several third party platforms, and that the App is highly dependent on the availability of such platforms. If at any time any platform ceases to make their programs available to Company on reasonable terms, Company may cease to provide such features to you without entitling you to refund, credit, or other compensation.

(c) You acknowledge that the App may enable or assist you to access, interact with, and/or purchase third party services from platforms and other third parties. When you access the third party services, you will do so at your own risk. These third party services may also allow you to store your content with the provider or operator of the third party service. Any use of third party service is governed solely by the terms and conditions of such third party service (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any third party service, is between you and the relevant third party, and not Company. Company makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party service or platform or any transactions completed and any contract entered into by you with any such third party.

(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APP; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APP, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE APP; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY EXCEED ONE HUNDRED DOLLARS ($100.00).

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

MISCELLANEOUS.

(a) The App may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the App, including, without limitation, applicable common law, all relevant statutes, and the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury. In addition, without limitation, you agree that you will not do any of the following while using or accessing the App:

(i) Copy, reproduce, “rip”, record, or make available to the public any part of the App or Content delivered to you via the App, or otherwise make use of the App which is not expressly permitted under the Terms of Service;

(ii) Disable, hack, circumvent or otherwise interfere with security related features of the App or features that prevent or restrict use or copying of any Content or materials;

(iii) Use any metadata, meta tags or other hidden text utilizing a Company name, trademark, URL or product name (including, without limitation, “TuneCore Social”);

(iv) Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;

(v) Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the App to send altered, deceptive or false source-identifying information;

(vi) Upload, submit, post, email or otherwise transmit, via the App, any Content that is, in the sole opinion of Company, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including, without limitation, any pornography, erotica, child pornography, or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable;

(vii) Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any pages available on the App, servers or networks connected to the App, or servers or networks connected to the App or technical delivery systems of Company’s providers or break any requirements, procedures, policies or regulations of networks connected to the App;

(viii) Attempt to scan, probe or test the vulnerability of any Company system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the App;

(ix) Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the App;

(x) Attempt to search, meta-search or access the App with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Company or other generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari), including, without limitation, any software that sends queries to the App to determine how a website or web page ranks;

(xi) Collect or store personal data about other users of the App without their express and explicit permission;

(xii) Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;

(xiii) Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the Terms of Service;

(xiv) Upload to, or transmit from, the App any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;

(xv) Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the App or Company’s systems or networks, or any systems or networks connected to the App or to Company.

(b) Company shall not be deemed in breach of the Terms of Service unless you have given Company notice of the breach and Company has failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle you to rescind the rights granted hereunder.

(c) In no event will Company, its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the App, Company products or any Company content, no matter whether the damages are foreseeable and whether or not Company has been advised of the possibility of such damages. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and in no event will Company’s aggregate liability to you exceed One Hundred Dollars ($100).

(d) All right, title and interest in and to the App (excluding Content provided by users) is and will remain the exclusive property of Company. The App is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms of Service gives you a right to use Company’s name or any of Company’s trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments or suggestions you may provide regarding the App are entirely voluntary and Company will be free to use such feedback, comments or suggestions as Company sees fit and without any obligation to you.

(e) The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of New York excluding that body of law pertaining to the conflict of laws. Any legal action or proceeding arising under the Terms of Service shall be brought exclusively in courts located in the State and County of New York, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties to this agreement waive their respective rights to a trial by jury. In the event that any provision in the Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to enforce any right or provision of the Terms of Service will not be deemed a waiver of such right or provision. You may not assign the Terms of Service (by operation of law or otherwise) without the prior written consent of Company and any prohibited assignment will be null and void. Company may assign the Terms of Service or any rights or obligations hereunder without your consent. The relationship of the parties under the Terms of Service is that of independent contractors and the Terms of Service shall not be construed to imply that either party is the agent, employee, or joint venturer of the other. You agree that the Terms of Service and the rules, restrictions and policies contained herein, and Company’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Company. The Terms of Service, together with the rules and policies of Company, constitute the entire agreement between Company and you with respect to the subject matter hereof. Any notice or other communication to be given hereunder will be in writing and given (i) by Company via email (in each case to your email address of record); (ii) a posting on the website and/or App; or (iii) by you via email to such other address as Company may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.

(f) You acknowledge that you have read and understood the Privacy Policy, and by using the App and you have expressly accepted the terms and conditions set forth in such Privacy Policy, as such may be amended from time to time.

(g) Company reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever.

(h) Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

Terms and Conditions