Terms of Service

Welcome to the Sound Credit website, a service provided by Soundways, Inc. (“Soundways”, “we”, “us” or “our”). The terms and conditions set forth in the Sound Credit Terms of Use (“Terms of Use”) govern your (“Customer”, “Partner”, “you” or “your”) access to, and use of, the website (together with all support tools, features, functionality, services, documentation and other content made available through the website, the “Website”).

CREDIT PORTAL, CREATOR KIOSK, CREATOR ID, TRACKSHEET PLUS, EXPORT EVERYWHERE, THE STANDARD FOR MUSIC CREDITS, and SOUND CREDIT are all trademarks of Soundways, Inc.

1. Modifications. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and they apply to your access to, and use of, the Website thereafter. You will receive notification the first time you access the Website following any such changes at which time you will be required to indicate your acceptance thereof prior to proceeding. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. Additionally, you acknowledge and agree that Soundways may modify, alter, update, improve or otherwise change the Website from time to time. Additionally, you acknowledge and agree that Soundways may modify or otherwise change the Website as necessary or appropriate to comply with applicable laws, government regulations and orders.

2. Restrictions on Use. You may not: (i) use, copy, modify, translate, merge or create derivative works of the Website; (ii) disable or circumbent any licensing control feature in the Website; (iii) reverse-engineer, disassemble or decompile the Website or otherwise attempt to access or determine its underlying source code, underlying ideas, underlying user interface techniques or algorithms, or permit any such actions, as applicable; (iv) sell, distribute, lend, sublicense, rent or lease all or any portion of the Website; (v) use the Website on a service bureau or time- share basis or as an application service provider unless expressed in writing by Soundways; (vi) host, virtualize or otherwise provide access to or enable use of the Website by any individual(s) not permitted to use the Website; (vii) use the Website to develop or enhance any product that competes, directly or indirectly with the products and services offered by Soundways, in Soundway’s determination; (vii) remove the copyright, trademark, or any other proprietary rights or notices included within the Website, as applicable; (ix) use the Website in any way that would infringe any Intellectual Property Right of third parties; or (x) use the Website in a manner that would violate any law applicable to you or Soundways.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

3. Termination. Upon termination by either party of this Agreement, your use and access to the Website is automatically terminated unless otherwise agreed to by Soundways in writing.

4. User Contributions on the Website.

a. The Website may contain web pages, profiles, form fields, and other interactive features (collectively, “Interactive Services”) that allow Authorized Users to post, submit, publish, display or transmit (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website. All User Contributions must comply with these Terms of Use. Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. You grant to Soundways, and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, perpetual, royalty-free, fully paid, sublicensable, non-exclusive, and transferrable right and license to use, reproduce, modify, perform, display, distribute, publish, prepare derivative works of, adapt and otherwise disclose to third parties any such material. Such rights and licenses to User Contributions shall survive the termination of these Terms of Use. Any User Contribution you submit to us is provided at your own risk of loss. You represent and warrant that: a) you own and control all rights in and to the User Contributions; b) you have the right to grant the license herein; and c) all of your User Contributions do and will comply with these Terms of Use and all applicable state, federal, local, national and international laws, rules and regulations (“Applicable Law”). You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Soundways, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. Soundways is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other Authorized User of the Website.

b. Monitoring and Enforcement. Soundways has the right, but not the obligation, to: a) monitor Interactive Services; b) remove or refuse to post any User Contributions for any or no reason in our sole discretion; c) take any action with respect to any User Contribution that Soundways deems necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of use or infringes any Intellectual Property Right of any person or entity; d) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy; e) take appropriate legal action, including, referral to law enforcement, for any illegal or unauthorized use of the Website; f) terminate or suspend your access to all or part of the Website for any violation of these Terms of Use. Without limiting the foregoing, Soundways has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on our through the Website. Soundways does not review all material before it is posted on the Website by Authorized Users, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any Authorized User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. You waive and hold harmless Soundways, it’s affiliates and their respective licensees, service providers, owners, officers, directors, employees and agents from any claims resulting from any action taken by Soundways or as a result of its investigations and from any action take as a consequence of investigations by either Soundways or law enforcement authorities.

c. Content Standards. These content standards contemplated in this Section 6 apply to any and all User Contributions and use of Interactive Services. User Contributions must comply with any Applicable Law. Without limiting the foregoing, User Contributions must not: a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; b) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; c) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under Applicable Law or that otherwise may be in conflict with these Terms of Use; d) promote any illegal activity, or advocate, promote or assist any unlawful act; e) impersonate any person, or misrepresent your identity or affiliation with any person or organization; f) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; g) give the impression that they emanate from or are endorsed by Soundways or any other person or entity, if this is not the case.

5. Disclaimer of Warranties. Your use of the Website, Soundways content and any content from the Sound Credit products or service, is at your own risk. The Website and Soundways content are provided on an “AS IS” and “AS AVAILABLE” basis, without any warranties of any kind. Further, Soundways disclaims all warranties of any kind express, implied or statutory (including those by Soundway’s suppliers), including any warranties of merchantability, fitness for a particular purpose, title, non- infringement or quiet enjoyment, as well as any warranties that the Website will be free of interruptions or errors. Soundways shall not be liable for unauthorized access to or alteration, theft or destruction of your data, files, programs, procedures or information through accident, fraudulent means or devices, or any other method. The Website may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Soundways is not responsible for any delays, delivery failures or other damage resulting from such problems or any other problems.

6. Limitation of Liability. In no event will Soundways, it’s affiliates, and their respsective members, shareholders, partners, owners, officers, directors, employees, licensors, agents and representatives be liable for any direct, indirect, special, incidental, consequential or punitive damages, including loss of revenue and loss of profits, under any legal theory, arising out of or in connection with your use, or inability to use, the Website. Soundways’ total cumulative liability relating to these terms of use or the Website shall in no event exceed one hundred US Dollars ($100.00). Some states or jurisdictions may not allow the exclusion or the limitation of liability. In such states or jurisdictions, Soundways’ liability to you shall be limited to the full extent permitted by law. Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of these Terms of Use between the parties.

7. Indemnification. You will indemnify, defend and hold harmless Soundways, its affiliates, and their respective members, shareholders, partners, owners, officers, directors, employees, licensors, agents and representatives from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of, or relating to: (i) your use of the Website, the Soundways content or your breach of these Terms of Use; (ii) your User Contributions or any other content or material you submit or otherwise transmit through the Website; or (iii) your violation of any rights of another. Soundways reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.

8. Governing Law and Jurisdiction. These Terms of Use are governed exclusively by the internal laws of the State of Tennessee, without regard to its conflicts of laws rules. The state and federal courts located in Memphis, Tennessee shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms of Use. You and Soundways hereby consent to the jurisdiction and venue in Memphis, Tennessee, and waive any objections to such jurisdiction and venue.

9. Forward Looking Statements.
a) Certain Soundways content may contain statements related to Soundways’ business plans and strategies, its product pipelines and factors that may affect them. All such statements and all other statements that are not statements of historical fact are known as “forward-looking statements”. Forward-looking statements are based on the current expectations and assumptions of Soundways’ management, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Soundways’ control, could affect Soundways’ operations, performance, business strategy and results in a manner that could cause the actual results, performance or achievements of Soundways to be materially different from those projected, implied or assumed in connection with the forward-looking statements or anticipated on the basis of historical trends. Although Soundways believes that the forward-looking statements are reasonable, in light of the fact that they involve known and unknown risks and uncertainties, Soundways’ actual performance results and/or course of action may be materially different from those projected, anticipated, implied or assumed by the forward- looking statements.
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b) Soundways strives to continually improve its products. Should Soundways content ever contain the Soundways roadmap (including statements about product development initiatives, new products and future product upgrades, updates, releases, plans to add credits, enhancements) such content merely outlines our general product direction and are thus for informational purposes only. The Soundways roadmap should not be relied upon in making a decision to enter into a business arrangement with Soundways, including a purchasing decision, and shall not be incorporated into any contract or commitment. Soundways, in its sole discretion, may change the Soundways roadmap for any reason, at any time, and shall incur no liability in doing so. The Soundways roadmap is not a condition to, nor is it a part of, your purchase of any software licenses or services or other decision to enter into a business arrangement with Soundways.

10. Assignment. Your access to the Website and these Terms of Use may not be assigned by you without the prior written approval of Soundways.

11. Miscellaneous. These Terms of Use do not limit any rights that Soundways may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to Soudnways, pursuant to these Terms of Use or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Soundways. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid of unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. All headings included in these Terms of Use are included for convenience only, and shall not be considered in interpreting these Terms of Use. No joint venture, partnership, employment, or agency relationship exists between you and Soundways as a result of these Terms of Use or use of the Website. The failure of Soundways to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Soundways in writing. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms of Use, will survive the termination of these Terms of Use. These Terms of Use, together with any other agreements entered into by you with Soundways, supersede all prior or contemporaneous negotiations, discussions or agreeements, whether written or oral, between the parties regarding the subject matter contained herein.