Terms of ServiceLast Updated: December 10th, 2011
SOUNDROP AS (“soundrop”) a company registered in Norway under registration number 997 538 501 is willing to make the application, site, services and/or content available to you only upon the condition that you accept the terms of this agreement. by accessing or using the application, site, services and/or content, you (hereinafter “customer” or “you”) are expressly agreeing to be bound by this agreement, whether or not you have registered with the site or application, to the exclusion of all other terms. these terms constitute a binding legal agreement between you and soundrop (“agreement”). If you accept or agree to this agreement on behalf of a company or another legal entity, you represent and warranty that you have the authority to bind that company or legal entity to the terms of this agreement.
For purposes of this Agreement, the following terms will have the following meanings, in addition to the terms defined throughout the Agreement:
- “Application” means the proprietary Soundrop software applications (in object code format only) delivered to you hereunder together with any updates or upgrades thereto, when and if made available to you by Soundrop. Software does not include Third Party Software.
- “Content” means all text, graphics, images, music, software, audio, video, information or other materials available through the Application, Site and/or Services. User Content and Third Party Content are subsets of Content.
- “Customer” or “you” means the legal entity or person who accesses and uses, downloads and activates the Application, Site and/or the Services.
- "Services" means the various services to which Soundrop provides users with access, including without limitation a real time music experience service named “Soundrop”, offered from time to time through its network of properties which may be accessed through any various medium or device now known or hereafter developed.
- “Site” means the Soundrop website at soundrop.fm and other Soundrop branded URLs.
- “Third Party Content” means the Content of certain third parties which Soundrop may deliver with the Application and/or Services, including but not limited to streamed content from music streaming providers such as Spotify and streamed music tracks from label companies, which Soundrop and Customer is a licensee of.
- “Third Party Software” means the software of certain third parties which Soundrop may deliver with the Application and/or Services.
- “Use” means to cause a computer system to execute any machine-executable portion of the Application to make use of the Service or related materials in connection with the execution of any machine-executable portion of the Application for personal, non-commercial purpose only. If you would like to use the Application and/or the Services for commercial purposes, or if you would like to access and use the Soundrop promotions, analytics and content management tools, please contact Soundrop at email@example.com
- “User Content” mans the Content generated the by users of the Application and/or Services and which is posted, uploaded, published, submitted or transmitted to be made available trough the Site, Application and/or Service.
- By creating a Account, either through Soundrop or a third party social log in, or commencing download of the Application at the Facebook website or another third party website or by using the Application (including but not limited to the downloading of said Application) or the Service, you confirm that you are 18 years of age or more, or that you are 12 years of age or more and that you have received your parent’s or guardian’s consent to enter into this Agreement, that you have your residence in one of the countries in which Soundrop provides the Services, that any registration information that you submit to Soundrop is true, accurate and complete, that you will update such information in order to keep it current, and that you agree to the terms and conditions of this Agreement, hereunder but not limited to the privacy provisions in Section 7. You acknowledge that when you log into your Soundrop account, Soundrop will be able to associate information about your Spotify use, such as library and listening history, with your Soundrop account.
- You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify Soundrop of any unauthorized use of your account. You also hereby agree to termination of any previous Terms and Conditions agreed with Soundrop (if applicable).
- Subject to your compliance with the terms and conditions of this Agreement, Soundrop hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services and to install and Use the Application supplied to Customer hereunder, solely for personal use for a single user as installed on your own personal computer, including your laptop, desktop and personal handheld device.
- Subject to your compliance with the terms and conditions of this Agreement, Soundrop hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use Third Party Content in connection with the Services, subject to Customers’ compliance with any applicable terms and conditions for such Third Party Content.
- Subject to your compliance with the terms and conditions of this Agreement, Soundrop hereby grants to you, and for your User Content you hereby grant to Soundrop’s other users, a limited, non-exclusive, non-transferable license to access, view, download and print any Content solely for your, and the other Soundrop users', allowed Use.
4. License Restrictions, Third Party Content and Third Party Software
- Customer shall not and shall not allow any third party to: (a) use the Application or Services except as expressly permitted under Section 3; (b) separate the component programs of the Application for use on different computers; (c) adapt, alter, publicly display, publicly perform, translate, embed into any other product or otherwise create derivative works of, or otherwise modify the Application or Services; (d) sublicense, lease, rent, loan, or distribute the Application or Services to any third party; (e) transfer the Application or Services to any third party; (f) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Application, except as permitted by applicable law; (g) remove, alter or obscure any proprietary notices on the Application or Services, or the applicable documentation therefore; or (h) allow third parties to access or use the Application or Services, including without limitation any use in any application service provider environment, service bureau, or time-sharing arrangements.
- Third Party Content and/or Third Party Software are subject to separate terms and conditions included with or contained in the setup installation segments of such Third Party Content and/or Third Party Software. The license restrictions contained in this Agreement do not apply to Third Party Content and/or Third Party Software to the extent they are inconsistent with such Third Party Content and/or Third Party Software terms.
5. Use of Services
- The Services allows users to upload Content for to allow for real time music experience with other users of the Service ("User Content"). You agree that Soundrop is not liable for User Content and/or any Content that is provided by others. Soundrop has no duty to pre-screen User Content, but we have the right to refuse to post, edit, or deliver submitted User Content with just cause. We reserve the right to remove User Content with just cause with prior notice to you if the time and context so permits, but we are not responsible for any failure or delay in removing such material.
- Soundrop reserves the right at any time and from time to time to upload Third Party Content, including but not limited to music tracks from label companies, to your Account with or without notice. You may remove such Third Party Content changing the settings of the Service.
- You may only uploead via the Services User Content that you have permission to send and/or upload. You agree not to upload, transfer or otherwise make available files, images, code, materials, or other information or content that violates any laws or third-party rights, hereunder but not limited to third-party intellectual property rights. We reserve the right to terminate your Account if you use the Services in violation of any laws or third-party rights.
- Soundrop reserves the right at any time and from time to time to modify, discontinue or terminate the Site or Services at any time and without prior notice; or to modify these Terms with notice to you on the Site or through the Service, including without limitation to introduce a chargeable premium service. We are under no obligation to provide the service continuously or at all. We will provide the then-current version of this Agreement at a link on the home page of the Site and in the Application and will update the "Last Updated Date" that is shown in connection to that link. By continuing to access or use the Site, Application or the Services after we have posted notice and a modification on the Site or through the Application, you are indicating that you agree to be bound by the modified Terms. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. You agree further agree that Soundrop is not liable for any loss of User Content.
- The Site, Application and/or Service may contain links to third-party websites or resources. You acknowledge and agree that Soundrop 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 Soundrop 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.
- Information about Services, price changes and other changes will be published on soundrop.fm from time to time. The Customer is responsible for checking this web-site regularly for updates. It is the Customer's responsibility to inform Soundrop of changes in e-mail address and postal address. This can be updated in the Service under soundrop.fm.
6. Proprietary Rights
- Customer acknowledges and agrees that the Application, Services and the Third Party Content contains valuable trade secrets and other intellectual property of Soundrop and its suppliers and is considered Soundrop’s and its suppliers’ confidential information. The Application, Services and the Third Party Content are licensed and not sold to Customer, and that no title or ownership to such Application, Services and the Third Party Content or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement. The Application, Services and the Third Party Content and all intellectual property rights therein are the exclusive property of Soundrop and its suppliers, and all rights in and to the Application, Services and the Third Party Content not expressly granted to Customer in this Agreement are reserved. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future patents of Soundrop, except to the extent necessary for Customer to Use the Application, Services and the Third Party Content as expressly permitted under this Agreement.
- Soundrop welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback") that may be submitted to Soundrop via the e-mail address provided on soundrop.fm You acknowledge and agree that all Feedback will be the sole and exclusive property of Soundrop and you hereby irrevocably assign to Soundrop and agree to irrevocably assign to Soundrop all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. You further acknowledge and agree that you at Soundrop’s request and expense, you will execute documents and take such further acts as Soundrop may reasonably request to assist Soundrop to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
- Soundrop takes the matters of protection and security of its user’s information very seriously and will treat any and all such information in accordance with in accordance with applicable privacy laws and regulations.
- When creating a Soundrop account, or connecting your already existing Soundrop account with your Facebook account, we will also receive and store the following information from Facebook your name, user name, password, profile picture, unique Facebook identifier and access token, gender, birthday and email address.
- In addition, when you use the Application, Service and/or Site, we will automatically receive information about your use of the Application, Service and/or Site including personal information such as media that you access, queries you make, date and time of your request, your Internet protocol address, performance of your network and computer, your browser type, language and identifying information, your operating system and application version.
- We will use your personal information (i) to provide the products and services that you have purchased or requested , (ii) to communicate with you concerning your account, customer service issues and other Soundrop products and services, (iii) to personalize and improve the Application, and/or the Site, (iv) to ensure the technical functioning of our products and services, (v) to develop new products and services, and (vi) to protect the copyright-protected content of the Service (e.g. by limiting access to the Service content to users with a Soundrop Account).
- Unless you give us your explicit approval in advance we will only share your personal information, including with Soundrop affiliates (being other companies controlled by or under common control with us) as is necessary to: (a) Provide you with the applications and/or services that you have purchased or requested; (b) enforce this Agreement; (c) comply with laws and regulations or respond to litigation (c) allow for a change of ownership of Soundrop (including but not limited to an acquisition by or merger with another company) and related transfer of all personal information to the new owner in which case any information remains protected in accordance with this Agreement.; (d) allow advertising audits and analysis measuring the size and composition of the group of users that have listened to and/or viewed an advertisement or other promotional information, (e) allow us to use a third party to perform surveys measuring your experiences and use of our services (not permitting the third party to use your personal information for any other purpose); (f) allow us to share aggregated statistics about use of the Application and Service with our business partners. We will not, however, share personally identifying information with these partners or any third parties, except under the narrow circumstances described above.
8. Term and Termination
The term of this Agreement will commence upon your download of the Application and/or your commencement of the Services and, unless earlier terminated as provided in this Section 8, will continue in perpetuity unless terminated by Soundrop or Customer for no cause with thirty (30) days prior written notice. This Agreement will immediately terminate upon your breach of this Agreement, unless such breach is curable and is actually and immediately cured by you after Soundrop provides notice of breach to you. Upon the termination of this Agreement, you will discontinue all use of the Application and/or Services, promptly destroy or have destroyed the Application and any copies thereof. Upon termination of this Agreement, Soundrop will either promptly destroy or have destroyed the User Content and any copies thereof, or, upon request by Customer, return the User Content to Customer. These remedies are cumulative and in addition to any other remedies available to Soundrop. Sections 1, 2, 4, 6, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive such termination.
9. Disclaimer of Warranties
THE APPLICATION, SERVICES AND CONTENT ARE PROVIDED “AS IS”, AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SOUNDROP DOES NOT WARRANT THAT THE USE OF THE APPLICATION, SERVICES AND CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE APPLICATION, SERVICES AND CONTENT DO NOT CONTAIN ANY VIRUSES. THIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SOUNDROP. SOUNDROP WOULD NOT PROVIDE THE APPLICATION, SERVICES AND CONTENT ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY SUPPLIERS TO SOUNDROP UNDER OR BY VIRTUE OF THIS AGREEMENT.
10. Limitation of Liability
IN NO EVENT SHALL SOUNDROP BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF BUSINESS, LOST DATA, LOST PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF SOUNDROP ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID TO SOUNDROP IN RESPECT OF THE APPLICATION OR SERVICE GIVING RISE TO THE CLAIM OR IF NO FEES WERE PAID THEN FIVE HUNDRED EUROS. SOUNDROP IS NOT LIABLE FOR ANY LOSS WHATSOEVER IN CONNECTION WITH THIRD PARTY CONTENT, USER CONTENT AND/OR THIRD PARTY SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. IN NO EVENT WILL ANY SUPPLIER TO SOUNDROP HAVE ANY LIABILITY TO YOU UNDER THE AGREEMENT. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SOUNDROP. SOUNDROP WOULD NOT PROVIDE THE APPLICATION, SERVICES AND CONTENT TO YOU ABSENT SUCH LIMITATION.
All notices required under this Agreement will be given as follows: (a) in the case of notices to Soundrop, by e-mail to the e-mail address provided on soundrop.fm such notice to be deemed effective upon receipt by Soundrop; and (b) in the case of notices to you, by e-mail to the e-mail address that you provided to Soundrop prior to initiating the download of the Software or start of the Services, such notice to be deemed effective upon the earlier of (i) twenty-four (24) hours after sending, or (ii) your actual receipt of any such e-mail.
12. Injunctive Relief
You acknowledge and agree that the Application, Services and Content contain valuable trade secrets, confidential information and proprietary information of Soundrop. You further acknowledge that any actual or threatened breach or violation of Section 3 or Section 4 of this Agreement will constitute immediate, irreparable harm to Soundrop and its licensors for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for any such breach or violation.
You acknowledge and agree that the Application may contain cryptographic functionality the export of which is restricted under applicable export control law. You will comply with all applicable laws and regulations in your activities under this Agreement. You will not export or re-export the Application in violation of such laws or regulations, or without all required licenses and authorizations. This Agreement will be governed by the laws of Norway without giving effect to any conflicts of law principles that may require the application of the laws of a different country. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. All actions or proceedings arising under or related to this Agreement must be brought in the Oslo City Court, and each party hereby agrees to irrevocably submit to the jurisdiction and venue of any such court in all such actions or proceedings. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall not be affected or impaired thereby. You may not assign or transfer this Agreement without obtaining Soundrop’s prior written consent, and any purported assignment or transfer in violation of this Section 13 will be null and void.