Welcome to merge.fm (the "Website"). The Website is operated by SongAlive Inc. doing-business-as merge.fm ("we," "us," or "our") and allows you ("you" or "users") to: (a) participate in interactive features; or (b) view the Website (collectively, the "Services").
The procedures for modifying or changing this Agreement in the future are discussed in Section 9 below.
Here is a quick look at some of the key agreement terms
You agree that:
You will only contribute content that you legally own.
The Artist retains ownership of all content they post and grants merge.fm a license as described in Section 4 to use the contributions on the Website.
Any content posted by other users to existing works or works in progress are owned by the Artist. This keeps things simple. Hey, most of you are fans anyway and the Artist will probably thank you in other better ways.
Merge.fm is not liable for your contributions.
Merge.fm reserves the right to decide whether content or contributions are appropriate and we may remove inappropriate contributions.
1. Website Use. When you use the Website, you represent that: (a) the information you submit is truthful and accurate; (b) you will update your contact information if it changes so that we can contact you; (c) you are not violating any applicable law or regulation; (d) you will comply with the rules for online conduct and the rules governing your contributions to the Website, as discussed in Section 3 below; (e) you are 13 years of age or older. Children under age 13 are not permitted to register for the Website. We do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for the Website. If you are under 13, please do not register for the Website or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 13 is allowed to provide any personal information to or on the Website. In the event that we learn that we have collected personal information from a child under age 13, without verification of parental consent, we will delete that information as quickly as possible. We recommend that minors over the age of 13 ask their parents for permission before sending any information about themselves to anyone over the Internet.
2. Accounts. In order to access some features of the Website, you will have to create a merge.fm account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify us immediately of any breach of security or unauthorized use of your account. Although we will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the our losses or others’ losses due to such unauthorized use. Registration with merge.fm is free of charge. Paid access to songs as well as musicians and bands (“Artists”) are available on the Website, but payments are non-refundable. The Services will allocate eighty five percent of all payments after any transaction fees to the members of the Artist unless a separate agreement is set in place between us and the user. The other fifteen percent of the payments will be allocated to us in order to allow us to bring you merge.fm. If payments cannot be charged to a credit card or are otherwise incomplete for any reason, we, in our sole discretion and without prior notice, reserve the right either to suspend or terminate access to a purchaser’s account. We, in our sole discretion and without prior notice, reserve the right to add, remove, or make modifications to the features included in particular paid access at any time.
(a) you have the full right, power and authority to execute, deliver and perform this Agreement;
(b) you own or control the Contributions, or have all licenses, rights, consents and permissions necessary to upload and make available the Contributions on or through the Website, and to authorize us to use the Contributions in accordance with the terms of this Agreement;
(c) our exercise of the rights, licenses and permissions granted hereunder by you will not violate or infringe the rights of any third party (including, without limitation, any proprietary or intellectual property rights of any other person or entity, including copyrights, trademark rights and rights of publicity and privacy);
(d) you will not post Contributions that violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of us or any other person;
(e) you will pay all royalties, fees and any other monies owed to any person or entity with respect to the use and exploitation of the Contributions as permitted hereunder (including without limitation, artist royalties, producer royalties, and royalties to any other record royalty participants, union and guild fees, mechanical royalties, public performance royalties, communication to the public royalties, etc.), and will comply with any and all associated and applicable agreements, statutes, rules, laws and regulations;
(f) you will not post Contributions that: (i) are defamatory, damaging, disruptive, unlawful, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, false, misleading, deceptive, fraudulent or otherwise objectionable or incite, encourage or threaten immediate physical harm against another, including but not limited to Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (ii) contain material that solicits personal information from anyone under 13 or exploits anyone in a sexual or violent manner;
(g) you will not post Contributions that contain advertisements or solicit any person to buy or sell any products or services (other than our products and services);
(h) you will not use the Website for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications or engaging in unauthorized framing of, or linking to, the Website without our express written consent;
(j) you will not use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser (Notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases);
(k) you will not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes;
(l) you will not post Contributions that contain software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of our or any third party's software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information;
(m) you will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website, including, without limitation, hacking into the Website, or use the system to send unsolicited or commercial emails, bulletins, comments or other communications;
(n) you will not impersonate any other person or entity, sell or let others use your account, profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
(o) you will not use the Website or the Services if you are located in a country embargoed by the United States or are on the United States Treasury Department's list of Specially Designated Nationals or are a convicted sex offender;
(p) you will not place a link to any page on the Website if such page contains content that would violate this Agreement;
(q) the ownership and rights of all Contributions posted to an Artist’s song page containing Artist’s existing works or works in progress by users who are not members of that Artist is transferred completely and without condition to the members of that Artist. This includes without limitation all text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like.
4. General License Granted to Us. (a) We will never claim any ownership right in the Contributions that you post on or through the Website, but we need a license from you so that we can use your Contributions on and in connection with the Website, and so that we can provide the Services to you. After posting your Contributions on the Website, you continue to retain any ownership rights you may have in your Contributions, including any intellectual property rights or other proprietary rights associated with your Contributions, subject to the license you grant to us herein.
(b) By making a Contribution to the Website, you grant us a perpetual, non-exclusive (meaning you are free to license your Contribution to anyone else in addition to us), fully-paid, royalty-free except as described in Section 2 of this Agreement (meaning that we are not required to pay you or to pay any third party to use your Contribution except as described in Section 2), sublicensable (so that we can use affiliates, subcontractors and other partners such as wireless carriers and hosted service providers to make the Website available to you and provide you with the Services), worldwide (because the Internet and the Website may be global in reach) license to use, modify, create derivative works of, publicly perform, publicly display, reproduce and distribute the Contribution (and any modification thereto) in connection with the Website or the Service or the promotion thereof in any media formats and through any media channels.
(c) You also hereby grant each user of the Website a perpetual, non-exclusive license to access your Contribution through the Website, and to use, reproduce, distribute, display and perform such Contributions as permitted through the functionality of the Website and under these Terms of Agreement.
(d) This license does not grant us or any third party the right to sell the ownership of your Contribution.
(e) This license does not grant us or any third party any ownership rights in your Contributions.
(f) If you disable your Contribution from the Website, we will cease distribution of such Contribution as soon as practicable; however, you understand and agree that we may retain archived copies of your Contributions.
5. Intellectual Property Rights. The content on the Website, except Contributions, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to us, subject to copyright and other intellectual property rights under the law. Content on the Website is provided to you AS IS for your information and personal use only and may not be copied, reproduced, distributed, transmitted, broadcast, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Website and the Content. You agree that you will not circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Content, Marks, or Contributions or enforce limitations on use of the Website and Services. You further agree not to access the Website by any means other than through the interface that is provided by us, unless otherwise specifically authorized by us in a separate written agreement.
6. Website and/or User Misconduct.
6.1 Our Website Management. We may, but are not required to: (a) monitor or review the Website for violations of this Agreement and for compliance with our policies; (b) report to law enforcement authorities and/or take legal action against anyone who violates this Agreement; (c) refuse, restrict access to or the availability of, or remove or disable (to the extent technologically feasible) any Contribution or any portion thereof for any reason, including because it may violate this Agreement, the law or any of our policies or because it is excessive in size or burdensome, may violate the law, this Agreement, or any of our policies; and/or (d) manage the Website in a manner designed to protect our rights and property and rights and property of others or to facilitate the proper functioning of the Website.
6.2 Our Right to Terminate Users. Without limiting any other provision of this Agreement, we reserve the right to, in our sole discretion and without notice or liability deny access to and use of the Website to you or any other person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant contained in this Agreement, or violation of any applicable law or regulation.
6.3 Risk of Harm. You understand that when using the Website, you will be exposed to Contributions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Contributions. You further understand and acknowledge that you may be exposed to Contributions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us, our affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site. Please note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post on the Website and that you give to other Website users. You are discouraged from posting the following information on the Website: your full name, telephone numbers and street addresses. We expect that you will use caution and common sense when using the Website.
7. Term, Termination and Survival.
7.1 Term. This Agreement shall commence upon your acceptance of the terms herein and shall remain in force until (a) you terminate this Agreement upon written notice to us (which notice shall be sent to [email protected] or (b) we terminate this Agreement for any reason, with or without cause, and with or without notice. Upon termination of your Website account for any reason, we will close your account. If you voluntarily terminate this Agreement and are not in breach of this Agreement, you may reactivate your account at any time by contacting us at [email protected] After your account has been reactivated, you may log in at any time and retrieve any Contributions you submitted to the Website. If we terminate this Agreement, you may not retrieve any Contributions you submitted to the Website.
7.2 Survival. Even after your use and participation is terminated, the following provisions of this Agreement will remain in effect, including sections: 1, 3-8 and 10-17. Furthermore, all provisions of the Agreement which by their nature should survive termination of this Agreement, shall survive termination of this Agreement, including, without limitation, your representations and warranties, warranty disclaimers, indemnity obligations, and limitations of liability. And all provisions which otherwise expressly state that they shall survive termination of this Agreement, shall so survive termination.
8. Copyright. We may terminate the account and access rights of any repeat copyright infringer.
9. Agreement modifications. The Internet and technology are rapidly changing. Accordingly, we may modify this Agreement from time to time. Although we may attempt to notify you when major changes are made to these Terms of Agreement, you should periodically review the most up-to-date version. We may, at our sole discretion, modify or revise these Terms of Agreement at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
11. Disputes Between Users. You are solely responsible for your conduct. You agree that we cannot be liable for any dispute that arises between you and any other user.
12. Disputes with Us, Choice of Law and Forum. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located in Illinois. You and we further agree that any disputes will be resolved under the substantive law of the state of Illinois (exclusive of its choice of law provisions). The Convention for the International Sale of Goods will not apply.
13. Disclaimers. The Website may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, unauthorized access to, or alteration of Contributions or any other Materials or Content. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any web site or combination thereof, including injury or damage to users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Website. All Contributions or any other materials or items provided through the Website or Services are provided “as is” and “as available,” without warranty or conditions of any kind. By operating the Website, we do not represent or imply that we endorse any Contributions or any other Materials or items available on or linked to by the Website, including without limitation content hosted on third party Websites, or that we believe Contributions or any other Materials or items to be accurate, useful or non-harmful. We cannot guarantee and do not promise any specific results from use of the Website or the Services. No advice or information, whether oral or written, obtained by you from US or the Website will create any warranty not expressly stated herein. YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE WEBSITE AND THE SERVICES AND YOUR USE THEREOF. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT, THE CONTENT OF ANY SITE LINKED TO THE WEBSITE OR THE CONTENT OF ANY OF OUR THIRD PARTY PARTNERS' SITES, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THE WEBSITE OR LINKED TO BY THE WEBSITE OR ON ANY OF OUR THIRD PARTY PARTNERS' SITES. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE OR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
14. Limitation on Liability. In no event will we be liable to you or any third party for any indirect, consequential, incidental, special, or punitive damages, including lost profit damages arising from or related to this Agreement or to your use of the Website, Services, Materials, or any other content therein, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you in respect of any loss of damage suffered by you and arising out of or in connection with this Agreement, whether in contract, tort, or for breach of statutory duty or in any other way will not exceed $100.
15. Liquidated Damages. You acknowledge and agree that spam is harmful to a site, service or network and causes injury, including damage to reputation and goodwill, which is difficult to measure. As a reasonable estimation of harm, you agree to pay us $50 for each unsolicited commercial email or other unsolicited commercial communication that you send from, to or through the Website.
16. Indemnity. You shall, and you do hereby agree to indemnify, defend and hold us, our subsidiaries, affiliates, and licensors and each of their respective owners, officers, directors, employees, representatives and agents, from any and all liabilities, obligations, losses, claims, damages, costs, charges or other expenses of any kind (including attorney's fees and court costs) arising out of or resulting from (a) any violation, breach or alleged breach of this Agreement by you, (b) the use and exploitation of the Contributions as contemplated in this Agreement, or (iii) any claim by a third party which is inconsistent with any of the warranties, representations, covenants, or agreements made by you in this Agreement.
17.1 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Website and the Services and supersedes any prior or contemporaneous understandings and agreements between you and us related to the subject matter hereof.
17.2 Independent Contractors. Nothing herein will be deemed to create an agency, partnership, joint venture, fiduciary, employee-employer or franchisor-franchisee relationship of any kind between us and you.
17.3 No Third Party Beneficiaries. This Agreement is between you and us. There are no third party beneficiaries to the Agreement.
17.4 Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
17.5 Non-Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.
17.6 Severability. This Agreement operates to the fullest extent permissible by law. If any provision or part of a provision of this Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.
17.7 Assignment. You may not assign your rights under this Agreement to any third party; we may assign our rights under this Agreement without condition. This Agreement will be binding upon and inure to the benefit of our successors and assigns.
17.8 Questions and Feedback We welcome your questions and feedback. Please contact us at [email protected]
This Agreement was last updated on: April 15, 2012