Last revised: January 18, 2019
Welcome to Deepdrive. Before you access or use our website or services, we must ask you to carefully read and agree to the terms of use below in their entirety.
The website located at https://deepdrive.com (the “Site”) and any and all of the services on the Site or any mobile or other software applications and all related features, data, application programming interfaces and other services in connection with the Site that is operated, offered, published or made available therein from time to time by Deepdrive Kabushiki Kaisha, a Japanese kabushiki kaisha corporation, or its affiliates (collectively, “Company”, “us”, “our”, and “we”) (collectively, the “Services”) are copyrighted and trademarked work belonging to, and owned and operated by Company.
For the purposes of Terms of Use, “you” shall be deemed to include you as an individual and any company, entity and/or organization of which you are an authorized representative, including any user, Guest User and Artist User (both terms defined below). You shall be responsible and liable for all direct and indirect actions and omissions regardless of your intent or knowledge.
Certain features of the Site or the Services may be subject to additional guidelines, terms, rules, policies or procedures, which will be posted and updated without prior notice from time to time on the Site, and are incorporated by reference into these terms of use (“Terms of Use”), including Company’s Privacy Policy available at deepdrive.com/privacy and Company’s Copyright Policy available at deepdrive.com/copyright.
TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND THE SERVICES. BY ACCESSING, BROWSING OR USING THE SITE, YOU ARE ACCEPTING AND AGREE TO BE BOUND BY TERMS OF USE (ON BEHALF OF YOURSELF OR ANY ENTITY, COMPANY OR ORGANIZATION THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO TERMS OF USE (ON BEHALF OF YOURSELF OR SUCH ENTITY, COMPANY OR ORGANIZATION THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR THE SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 16 YEARS OLD (OR, IF HIGHER, AGE OF CONSENT IN YOUR JURISDICTION) TO FORM A BINDING CONTRACT IN YOUR JURISDICTION. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF TERMS OF USE WITHOUT MODIFICATION, DO NOT ACCESS OR USE THE SITE OR THE SERVICES.
TERMS OF USE REQUIRE THE USE OF MANDATORY ARBITRATION (SEE DISPUTE RESOLUTION SECTION) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Company reserves the right, in its sole discretion and at any time, to modify any of the terms in Terms of Use, or modify, suspend, replace or discontinue the Site (in whole or in part) or any of the Services (including any feature thereof) with or without notice to you. You are solely responsible to check the latest Terms of Use regularly for any modification, suspension or discontinuation. Company may (but shall have no obligation to) post notice on the Site or send you an e-mail to the last e-mail address you provide to us (if any) regarding such modification, suspension or discontinuation. You are responsible for providing us with your most current e-mail address by updating your Account (as defined below) or otherwise. Any access and use of the Site or the Service by you following any modification, suspension or discontinuance of any term under Terms of Use constitutes your acceptance of such modification, suspension or discontinuance. Any modification, suspension or discontinuance to Terms of Use will be effective immediately after such modification, suspension or discontinuance is made, except as expressly provided via e-mail notice to you (if applicable) or our posting of such notice on the Site.
Terms of Use constitute the entire agreement between you and Company with respect to the Site and the Services, including your access and use of the Site and the Services, and supersede all prior or contemporaneous correspondences, commitments and agreements (whether oral or written) between you and Company with respect to the Site or the Services.
If any term of Terms of Use is found to be invalid, illegal by applicable laws or public policy in your jurisdiction or unenforceable by a court of competent jurisdiction, such specific term(s) will be limited to the minimum extent necessary or be of no force or effect and shall be severed and the remainder of Terms of Use will remain in full force and effect. The failure of either party to exercise in respect thereof shall not be deemed a waiver of any further rights.
You represent and warrant that (a) all the information you submit to the Site, Company or the Services is truthful, accurate and not misleading and (b) you have the legal authority to provide such information. Company may, in its sole discretion and at any time, refuse to allow your access to the Site or to provide you with the Services. This Access and Use section shall be null and void if your access and use of the Site or the Services are prohibited by applicable laws and regulations in your jurisdiction. You shall abide by all applicable local, national and international laws and regulations in your jurisdiction. Company may restrict the access or use of the Site or the Services (in whole or in part) with or without notice to you and without any liability.
You represent and warrant and agree that you access or use the Site or the Services solely for your own personal, non-commercial use and you do not access or use the Site or the Services for any other purpose or any purpose that is in violation of any term or condition under Terms of Use or applicable laws or regulations in your jurisdiction.
You agree not to: (a) upload, transmit, or distribute to or through the Site or the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send through the Site or the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages (any of the foregoing, "Spamming"), whether commercial or otherwise; (c) use the Site or the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or the Services, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site or the Services (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (f) harass or interfere with any other user’s use and enjoyment of the Site or the Services; (g) use software or automated agents or scripts to produce multiple accounts on the Site or the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site or the Services 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, subject to the parameters set forth in our robots.txt file); or (h) take any other action that imposes unreasonable (as determined by Company in its sole discretion at any time) limitations or restrictions for the operation of the Site or the Services, in each case, Company may, in its sole discretion, suspend or terminate your Account (as defined below) or prohibit any of your action on the Site or the Services.
Company makes no representation or warranty that any of the Contents (as defined below), including User Contents (as defined below) is available for your access or use in your jurisdiction. You acknowledge and agree that (a) accessing or using the Site or the Services, including any Content or User Content, may be legally prohibited in your jurisdiction; (b) Company may not be familiar with all applicable laws and regulations in all jurisdictions the Site or the Services are accessed or used; and (c) Company shall abide by applicable laws and regulations and may take actions as required by such applicable laws and regulations. The access and use of the Site or the Services will be solely at your own discretion and risk. You are solely responsible to be aware of, and comply with, all applicable laws and regulations in your jurisdiction.
In order to use certain features of the Site or the Services (including making a purchase of Content or creating an artist profile – please see below), you must register for an account (“Account”) by setting your username and password and providing your e-mail address as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information.
You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may, in its sole discretion and at any time, suspend or terminate your Account for any reason, including for use of the Site or the Services in violation of applicable laws and regulations or Terms of Use. Company will not have any liability whatsoever to you for any suspension or termination of your rights under Terms of Use, including for suspension or termination of your Account.
Certain features of the Site or the Service are only available by registered Accounts, including voluntarily sharing certain information about yourself with other users or Artist Users, listing history of your purchases of Artist Music or following other users or Artist Users. Certain information, including (a) your history of purchased, analyzed or saved Artist Music, (b) your history of followed Artist Users and other users and (c) any information you voluntarily provide for your profile page, will be available to other users of the Site or the Service by default, but you can change the Account setting to make it unavailable to other users. Please also see our Privacy Policy available at deepdrive.com/privacy.
You are responsible for maintaining the confidentiality of your Account login information and are solely responsible and liable for all activities by you or any other person that occur under your Account. You shall not use any other user’s Account without legal authorization or permission from such other user. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other security breach in connection with your Account as you become aware. Company cannot and will not be liable for any damage or loss arising from your failure to comply with the above requirements.
If you register for an Account on behalf of any company, entity and/or organization, then you must notify Company when registering for an Account and also represent and warrant that you are an authorized representative of such company, entity and/or organization with the authority to bind such company, entity and/or organization to Terms of Use and agree to be bound by Terms of Use on behalf of such company, entity and/or organization.
In order to have an artist profile on the Site, you must register for and maintain an Account. Any Account holder can apply to create an artist profile by fulfilling the necessary application form. When Company, in its sole discretion, approves of an artist profile for an Account holder, such Account holder will become an artist on the Site (each, an “Artist User”). Subject to Terms of Use, an Artist User may be an individual or a collection of recording artists or a Record Label (as defined below). Artist Users may use certain features on the Site or the Services that are not available to users who are not Artist User (including sale of Content) and agree to be bound by additional terms and conditions as described below. When your Account is suspended or terminated as described above, your artist profile and status as an Artist User on the Site is simultaneously and automatically suspended or terminated, as applicable.
If you create an artist profile and become an Artist User on behalf of any company, entity and/or organization (including a record label) (each, a “Record Label”), then you (a) represent and warrant that you are a legally authorized representative of (i) such Record Label and (ii) any individual musician or recording artist or a band or any other collection of recording artists each of which has a valid contract with, and is represented by, such Record Label (each, a “Record Label Artist”) with the legal authorization and permission to bind such Record Label and any and all Record Label Artists to Terms of Use and (b) agree to be bound by Terms of Use on behalf of such Record Label and any and all Record Label Artists. You and such Record Label and applicable Record Label Artist(s) are jointly and severally liable for any damage or loss caused by you, such Record Label or such Record Label Artist(s).
You may access, visit and browse the Site, including viewing the Contents (as defined below) thereon and use certain limited features of the Services without registering for an Account (each, a “Guest User”). When a Guest User makes a purchase of Content on the Site, such Guest User must provide its e-mail address to Company. Company may, in its sole discretion at any time, refuse to allow a Guest User to make a purchase of any Content on the Site or through the Services or to limit or make it impossible for Guest Users to access, visit or browse the Site or use any feature of the Services.
You acknowledge and agree that you shall be solely responsible for your User Contents. For the purposes of Terms of Use, the following terms are defined as follows: (a) “User Content(s)” means any content(s), media clip(s) or any other type of electronic media (including Artist Music (as defined below)), graphics or any other type of visual product, written comments or any other written or communicated input, interactive features of the foregoing, software or any and all other information (including user profile) made available or provided to the Site or the Services by any user; and (b) “Content(s)” means any content(s), including User Content(s), created and provided to Company or its affiliates or partners or made available on the Site or through the Services.
Except as expressly permitted in Terms of Use (such as the sales by Artist Users subject to certain terms and conditions under Terms of Use), you shall not (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or the Services (in whole or in part), including any Content displayed or provided therein, or in any way that would violate any right of any person; (b) modify, make derivative works of, incorporate into other works, disassemble, reverse compile or reverse engineer any part of the Site or the Services; (c) access or use the Site or the Services in order to build a similar or competitive website, product, or service; (d) copy, reproduce, distribute, republish, upload, download, collect, display, post or transmit (including facilitation of any of the foregoing) the Site or the Services (in whole or in part) in any form or by any means, including any User Content, that (i) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, patently offensive or vulgar, defamatory, false, intentionally misleading, trade libelous, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable, in Company’s sole determination; (ii) infringes any Intellectual Property rights of any person; (iii) is in violation of publicity, proprietary or any other rights of any person or company, entity and/or organization; (iv) breaches obligations of any valid contract; (v) constitutes sales, commercial or any other non-personal activities without Company's prior written consent; (vi) is, in Company’s sole determination, Spamming; or (vii) contains any computer viruses, worms, or any other kind of software designed or intended to damage, alter or otherwise interfere with any computer system, data, software or hardware equipment of Company or any other person.
Company may, in its sole discretion at any time, (a) remove any Content, including User Content, from the Site or the Services or (b) take any action against any person who, in Company’s determination, violates any term of this User Content section, including disabling such person’s access or use of the Site or the Services, suspending or terminating an Account if such person is an Account holder or reporting such person to governmental authorities in applicable jurisdiction if such person’s activity is unlawful or prohibited by applicable laws or regulations, in each case, with or without notice to you, for any reason (including violation of Terms of Use) or no reason at all, without any liability.
You acknowledge and agree that Company has no responsibility for monitoring, supporting, maintaining or updating any part of the Site, the Services or Contents. Company makes no representation or warranty with respect to any Content, including any User Content, provided or otherwise made available on the Site or the Services.
Subject to Terms of Use, Company grants each user of the Site or the Services a non-transferable, non-exclusive, non-sublicensable, limited and revocable (by Company) license to use and access the Site and the Services for your own personal, non-commercial use. You shall, under no circumstance, use or access any Content available on the Site or the Services for any other purposes than your own personal, non-commercial use without Company’s prior written consent and any other third party as Company determines necessary, including copyright holder for such Content.
In addition to any other restrictions under Terms of Use, you shall not (a) modify, make derivative works of or incorporate into other works, disassemble, reverse compile or reverse engineer any part of the Site or the Services, including source codes or algorithms or (b) copy, reproduce, (re)distribute or otherwise transmit any of your rights granted under Terms of Use.
You acknowledge and agree that Company reserves the right, in its sole discretion, to immediately halt the offering, availability or sale of any goods or services, including any Content or Artist Music by Artist Users, prevent or restrict access to or use of the Site or any of the Services or take any other action for any reason, including technical issues, alleged infringement of any Intellectual Property rights or any other action by any party that is prohibited by Terms of Use.
Company may, in its sole discretion, establish payment system and facilitate payments by itself, its affiliates or partners or through the third party vendors, for the sale and purchase of any Content, including digital Content made available via download or streaming, on the Site or through the Services (each, a “Purchase”).
Subject to Terms of Use, you may purchase any products or services, including Contents or Artist Music (as defined below), made available for sale from an Artist User on the Site or through the Services by the payment systems and methods available on the Site or the Services.
Any and all Purchases are final once you receive by e-mail a purchase receipt by Company or its affiliates or partners or a third party vendor on behalf of Company; provided that to the extent such finality is prohibited by applicable laws and regulations in your jurisdiction, such Purchase will be governed by such laws and regulations. After your receipt of the purchase confirmation by e-mail, if you do not receive a downloadable link to, or otherwise have an issue with, the purchased Content, please contact Company as soon as reasonably practicable at support@deepdrive.com with (a) your Account information or, if you are a Guest User, your e-mail address and (b) details of your purchase, including the Artist User from which you purchase the Content from, the date of your purchase and a proof of your payment, in such case the Artist User will be informed of such issue and will be solely responsible for delivering a downloadable link or otherwise making your purchase Content available to you through us.
When you make a purchase of any Content, your total price for the Content will include the price of the Content plus any applicable sales or any other applicable taxes in your jurisdiction. Such taxes are based on your location and the tax rate in effect at the time of the Purchase of the Content. We will charge taxes only in locations where Contents provided on the Site or the Services are taxable and required by applicable laws and regulations.
You warrant that if you enter into a Purchase, then you must be able to make a full and immediate payment for the requested products or services.
Any Artist User may charge certain amount per Purchase for each of its products and services that are provided or otherwise made available on the Site or through the Services (each, a “Price”), and may, in its sole discretion and responsibility, change any Price at any time with or without prior notice to you. Each Artist User acknowledges and agrees that such Artist User shall pay any additional fees, incurred through third parties in connection with the Purchases, including PayPal fees, credit card transaction fees or any transaction fees in connection with cryptocurrencies, including Bitcoin (Collectively, “Fees”). Each Artist User shall be solely responsible and liable for (and Company shall have no responsibility or liability for) all the Prices and Fees, including in connection with returns, refunds or fraud, for any and all Purchases.
Until such time as Company determines a Purchase is fully complete, each Artist User shall be liable to Company, and make sufficient funds available, for the full amount of the Purchase, including the Price and any applicable Fees of the Purchase, paid by a user (either an Account holder or a Guest User) in the event of any returns, refunds, frauds, illegality or any other invalidation or nullification of the Purchase. Each Artist User agrees that Company shall be entitled to recover any amount due or owed to Company by offsetting against such Artist User’s account or by any other means permissible.
Each Artist User acknowledges and agrees that Company shall collect a certain percentage of proceeds from any and all the Purchases. Company shall calculate and provide the amount of proceeds from all the Purchases for each Artist User based on our pricing policies, taking into account any refunds or re-deliveries of the Purchases. Company may withhold any taxes, levies or similar charges on its payments to any Artist User as required by applicable laws or regulations and pursuant to Terms of Use and shall remit any such withheld taxes, levies or other charges to the appropriate tax authority on behalf of such Artist User.
Company may (or cause applicable Artist User to) re-deliver any previously purchased Content to a purchased user (by re-sending a downloadable link to, or enabling such user to re-download on the Site, such Content) without charging any additional prices or Fees if, in Company’s sole determination, such user does not properly or completely receive a downloadable link to the Content or suffers any damage or loss as a result of the Purchase without any fault, misconduct, negligence or fraud by such user.
You agree to defend, indemnify, and hold harmless Company and its affiliates, partners and authorized sublicensees and distributors (“Company Parties”), and their respective employees, directors, agents and representatives, from any and all liabilities, claims, demands, costs and expenses (collectively, “Claims”), including all court costs and reasonable legal fees such as attorneys' fees, due to, arising from or relating to (a) your access or use of the Site, the Services, Content; (b) your violation of Terms of Use, including your breach of any of your representations, warranties, acknowledgements and agreements in Terms of Use; (c) your violation of applicable laws or regulations; or (d) your infringement of any Intellectual Property or other right of any person or company, entity or organization or (e) your User Content. You also agree to defend, indemnify, and hold harmless Company from any and all Claims by any third party who alleges that it owns or controls any right, interest or title in or to your Artist Music or User Contents, including any type of royalties.
Company reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, including proposal to settle such matter prior to a final judgement thereon or to forgo any appeal with respect thereto, in which event you will assist and cooperate with Company in asserting any available defenses at your sole expense. You shall not admit any liability with respect to, or settle, compromise or discharge any matter otherwise subject to indemnification by you without Company’s prior written consent.
Subject to Terms of Use, you may create or provide a link on the Site or the Services to third party websites or resources, including display of marketing promotions and advertisements for third parties (collectively, “Third Party Links”) available on the internet. Third Party Links may contain links to any part of the Site or the Services, including a particular Artist User’s profile page. Your access to Third Party Links from any part of the Site or the Services will be solely at your own discretion and risk and should apply a suitable level of caution and discretion in doing so. You must understand that Third Party Links are not under Company's control, and you acknowledge and agree that Company is not responsible for such websites or resources, including their Content, legality, accuracy, morality, quality, appropriateness or any other aspects. Company does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Links. The inclusion of any Third Party Links shall in no event imply endorsement by Company or any partnership, affiliation or association with the operators of such websites or resources. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with Third Party Links. You acknowledge and agree that Company shall not be liable or responsible for any damage or loss caused or alleged to be caused by, in connection with or resulting from, your access and use of any Third Party Links.
You hereby release and forever discharge Company and its partners and affiliates (and respective officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or the Services (including any interactions with, or act or omission of, other Site users or any Third Party Links).
Subject to Terms of Use, except (a) any User Contents or (b) as expressly set forth in Terms of Use, you acknowledge and agree that all the rights, title and interest in or to (a) patents and patent applications; (b) trademarks, service marks, trade names, logos, trade dress and Internet domain names, together with the goodwill associated exclusively therewith (collectively, “Trademarks”); (c) copyrights, including copyrights in computer software; (d) registrations and applications for registration of any of the foregoing in (a) – (c); and (e) trade secrets (collectively, “Intellectual Property”) in connection with the Site, including its Contents, or the Services are owned by Company or its affiliates or partners. You shall not have any rights, title or interest in or to such Intellectual Property, except for the limited access and use rights expressly set forth in Terms of Use. You acknowledge and agree that there are no implied licenses granted hereunder.
Company may enable any Account holder to create, post, publish, upload, submit, transmit, distribute, or otherwise make available (any of the foregoing, “Upload(ing)”) User Contents for accessing or browsing by other users on the Site or the Services.
You may Upload User Contents on the Site or the Service only with the following conditions and restrictions: (a) you grant (and you represent and warrant that you have the right to grant) Company an irrevocable, non-exclusive, worldwide, perpetual, royalty-free and fully paid license to modify, reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works and otherwise use and exploit (any of the foregoing, “Licensed Use”) your User Content in any format or place (including Third Party Links) and grant sublicenses of the foregoing rights, solely in connection with or relating to your User Content on the Site or the Services; (b) you grant (and you represent and warrant that you have the right to grant) each other user of the Site or the Services a non-exclusive and limited license to access and browse your User Contents on the Site and the Services, and to modify, reproduce, distribute, display and perform, prepare derivative works of, incorporate into other works solely for such other user’s own personal, non-commercial use; (c) you irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content; (d) you acknowledge and agree that any User Content Uploaded to the Site or the Services by you or certain public information in connection with your Account will be accessed or browsed publicly; (e) you represent and warrant (and can demonstrate to Company’s full satisfaction with appropriate proof upon Company’s request at any time) that (i) you own or otherwise control all rights, title and interest in and to all Content in your User Contents, or such Content in such User Contents has been already publicly available or in the public domain or have otherwise been directly licensed to you in writing with a grant of rights, title and interests sufficient to permit you to enter into Terms of Use and to grant all of the rights, title and interest (hereinafter “Direct Licensed”) with respect to such User Contents; (ii) you have full legal authority and right to act on behalf of, or bind, any and all owners or controlling persons of any and all rights, title and interests in and to any Content in your User Contents to use such Content as contemplated by Terms of Use; (iii) you have the legal authority and permission by appropriate authorities or otherwise and have the right to use names or any other personal identifiable information for each person and to use such information on the Site or the Services; and (iv) you have full authority and right to grant all of the foregoing rights in connection with User Contents to Company and all other users of the Site or the Services as contemplated by Terms of Use; (v) all royalties and any other payments validly due or owed to any person or company, entity and/or organization, including any Record Label or performing rights organization (“PRO”)(including Broadcast Music, Inc., The American Society of Composers, Authors and Publishers, SESAC, Society of Authors, Composers and Publishers of Music, Society of Composers, Authors and Music Publishers of Canada, PPL, GEMA, PRS for Music Limited, PPL PRD Ltd, Japanese Society for Rights of Authors, Composers and Publishers) resulting from or in connection with any User Contents you Upload to the Site or the Services, have been or will be fully paid; and (vi) the Licensed Use of User Contents by Company and the use of User Content as permitted by Terms of Use by other users of the Site and the Services will not infringe any Intellectual Property rights or publicity, proprietary or any other rights of any person; and (e) you acknowledge and agree that (i) you are solely responsible for any and all Your Contents and any other information you Upload on the Site or the Services and any information you share with Company or other users privately; (ii) you assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party; (iii) Company makes no representation or warranty with respect to the identity or authenticity of any user of the Site or the Services; and (iv) Company has the right to Licensed Use of any and all Your Contents or any other information you Upload.
Each user is solely responsible for any and all of its own User Contents. Because we do not control User Contents, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. Company is not obligated to backup any User Content, and your User Content may be deleted or made unavailable by accident or any other reason or for no reason at all at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Contents if you desire. We make no guarantees regarding the legality, accuracy, quality, morality or appropriateness of any User Content. Your interactions with other users on the Site or through the Services are solely between you and such users. You acknowledge and agree that Company will not be liable or responsible for any damage or loss incurred as the result of any such interactions among users. If there is a dispute between you and any other user, we are under no duty or obligation to become involved.
Company does not endorse any User Content. Company makes no representation or warranty with respect to any User Content or other information, including their authenticity, any user shares or Uploads on the Site or the Services. You acknowledge and agree that all Content accessed by you accessing or using the Site or the Services is solely at your own discretion and risk and you will be solely responsible and liable for any damage or loss to any party caused by or resulting from your activities on the Site or the Services.
If you provide Company with any feedback or suggestions regarding the Site or the Services (“Feedback”), you hereby agree to assign to Company all rights in such Feedback and acknowledge and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You represent and warrant that you will not submit to Company any information or ideas that you consider to be confidential or proprietary and Company will not be liable or responsible to you for the use or exploitation of your Feedback.
Any Artist User may Upload on the Site or the Services Content that belongs to, is owned or controlled by such Artist User, including a recording of an Artist User performing a song in any media format and the underlying music, lyrics or other content that are embodied in such recording (collectively, such Artist User’s “Artist Music”).
Each Artist User who Uploads Artist Music to the Site or the Services agrees (and represents and warrants that it has the right) to grant Company Parties in connection with the operation of the Site and the Services (a) an irrevocable, non-exclusive, worldwide, perpetual, royalty-free and fully paid license to (i) Licensed Use in connection with the Site or the Services, including copying, modifying, transcoding and otherwise converting or storing (x) such Artist Music on servers, locally, on cloud infrastructure or otherwise by Company Parties, and digitally reproduce, (re)distribute and stream such Artist Music by any means and (y) any and all creations by such Artist User in association with such Artist User’s Artist Music, including musical works, design works, photographs and other graphic works, and written works (collectively, “Artist Contents”); (ii) use, reproduce, publicly display or otherwise distribute such Artist User’s publicly available personal identifiable information, Trademarks and any other Artist Contents; and (iii) enable any and all users of the Site or the Services to access, browse, receive publicly, and reproduce (solely for such user’s own personal, non-commercial use), such Artist User’s Artist Contents on any platform or device; and (b) an irrevocable, non-exclusive, worldwide, perpetual, royalty-free and fully paid, transferable and sublicensable right to use, reproduce, publicly display or otherwise distribute such Artist User’s Trademarks in connection with such Artist User’s Artist Contents for the purposes of displaying marketing promotions and advertisements of the Site or the Services through any media channel.
In addition to other representations and warranties, acknowledgements, agreements and covenants, each Artist User represents and warrants (and can demonstrate to Company’s full satisfaction with appropriate proof upon Company’s request at any time) that (a) any activity by Company Parties or users as permitted under Terms of Use (including this Intellectual Property section) with respect to such Artist User’s Artist Music or Artist Contents will not infringe Intellectual Property rights, or be in violation of publicity, proprietary or other similar rights, of any person; (b) (i) such Artist User owns or otherwise controls all rights, title and interest in and to Artist Music and Artist Contents, or such Artist Music and Artist Contents have already been publicly available or in the public domain or have otherwise been Direct Licensed with respect to such Artist Music or Artist Contents; (ii) such Artist User has full authority and right to act on behalf of, or bind, any and all owners of any and all rights, title and interests in and to such Artist Music or Artist Contents such Artist User uploads to the Site or the Services; (iii) such Artist User has the legal authority and permission by appropriate authorities or otherwise and has the right to use names or any other personal identifiable information for each person included in or referred to in connection with such Artist User’s Artist Music or Artist Contents, and (iv) such Artist User has full authority and right to grant all of the foregoing rights in connection with the Artist Music and the Artist Contents to Company and all users of the Site or the Services as contemplated by Terms of Use; (c) there shall be no royalties or any other payments due or owed to any person or company, entity and/or organization, including any Record Label, PRO, music author, composer, publisher, union or guild or producer, resulting from or in connection with the use by Company or any user of any Artist Music or the Artist Contents on the Site or the Services as contemplated by Terms of Use.
If an Artist User is an original creator of Artist Music or Artist Contents (in whole or in part), such Artist User (a) represents and warrants that (i) such Artist User has the full authority and right to grant all the rights and licenses to Company and all user anywhere in the world as provided under and contemplated by Terms of Use without any limitations or restrictions by any person, including any co-creator of such Artist User’s Artist Music of Artist Contents, Record Label, PRO, music author, composer, publisher, union or guild; and (ii) there shall be no royalties or any other payments due or owed to any person or company, entity and/or organization, including any co-creator of such Artist User’s Artist Music of Artist Contents, Record Label, PRO, music author, composer, publisher, union or guild; and (b) acknowledges and agrees that such Artist User shall be solely responsible for such Artist User’s any and all Artist Music and Artist Contents on the Site or the Services, notification and communication with any relevant third party, including in connection with the granting of the foregoing rights to Company and users of the Site or the Services and the public display of such Artist User’s Artist Music or Artist Contents.
Company will not have any ownership rights or title in or to any Artist User’s Artist Music.
IF ANY AGREEMENT YOU HAVE ENTERED INTO WITH ANY THIRD PARTY, INCLUDING ANY RECOD LABEL, PRO, MUSIC PUBLISHER, UNION OR GUILD, WHETHER BY LAW OR CONTRACT, PROHIBITS OR RESTRICTS YOU FROM GRANTING COMPANY THE RIGHT AND LICENSE PROVIDED UNDER TERMS OF USE AND MAKING THE REPRESENTATIONS AND WARRANTIES AND COVENANTS AND AGREEMENTS SET FORTH IN THIS INTELLECTUAL PROPERTY RIGHTS – ARTISTS SECTION ABOVE, THEN YOU ARE PROHIBITED FROM UPLOADING OR OTHERWISE MAKING AVAILABLE MUSIC WORKS OR ARTWORKS TO THE SITE OR THE SERVICES. YOU SHALL BE RESPONSIBLE FOR DEFENDING, INDEMNIFYING AND HOLDING HARMLESS COMPANY FROM AND AGAINST ANY AND ALL CLAIMS ARISING FROM, IN CONNECTION WITH OR RELATING TO THE EXPLOITATION OF YOUR MUSIC ON THE SITE OR THE SERVICES, INCLUDING ALL COURT COSTS AND ATTORNEY’S AND OTHER LEGAL FEES.
THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND ITS AFFILIATES, PARTNERS AND SERVICE PROVIDERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT AND ANY AND ALL WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY (AND ITS DIRECTORS, EMPLOYEE, AGENTS, AFFILIATES, PARTNERS AND SERVICE PROVIDERS) MAKE NO WARRANTY THAT (A) THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (B) ANY DEFECTS OR ERRORS WILL BE FIXED. IF ANY APPLICABLE LAW OR REGULATION REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF FIRST USE OR ACCESS. YOUR ACCESS AND USE OF THE SITE AND SERVICES WILL BE SOLELY AT YOUR OWN DISCRETION AND RISK.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS OR SERVICE PROVIDERS) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM, IN CONNECTION WITH OR RELATING TO TERMS OF USE OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS TO OR USE OF, THE SITE OR THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA OR OTHER DAMAGES RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DIRECT DAMAGES ARISING FROM, IN CONNECTION WITH OR RELATED TO TERMS OF USE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY U.S. DOLLARS (US$ 50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR PARTNERS AND SERVICE PROVIDERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM, IN CONNECTION WITH OR RELATING TO TERMS OF USE.
SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Subject to this Term and Termination; Survival section, Terms of Use will remain in full force and effect while you use the Site or the Services. Company may, in its sole discretion at any time, suspend or terminate your right to access or use the Site or the Services (in whole or in part) for any reason, including your violation of any term of Terms of Use, or no reason at all, with or without notice to you. Upon termination of your rights under Terms of Use, your Account and right to access and use the Site or the Services will terminate immediately. You acknowledge that any termination of your Account or your right to access and use the Site or the Services may involve deletion of all the information provided by you in connection with the Site or the Services, including information relating to your Account, or forfeiture of your access to any Contents you may have purchased or created on the Site or through the Services.
You may terminate your Account at any time by making a request and following the instructions provided on the Site. Upon your request to terminate your Account, Company will destruct all the information provided by you in connection with your Account. Except as expressly set forth in Terms of Use, any fees paid on the Site or through the Services are non-refundable.
Any and all terms of Terms of Use which by their nature should survive termination shall survive termination, including intellectual property, warranty disclaimers, indemnity, limitations of liability and dispute resolution sections.
You acknowledge and agree that the Site or the Services contain certain Contents provided by Company or its affiliates or partners, other users and other third parties and that such Contents are protected by rights derived from Intellectual Property, including copyrights and Trademarks, under applicable laws and regulations.
Company respects the Intellectual Property of others and asks that users of the Site and the Services do the same. In connection with the Site and the Services, we have adopted and implemented a policy respecting copyright law. Please see Company’s Copyright Policy available at deepdrive.com/copyright.
PLEASE READ CAREFULLY THIS DISPUTE RESOLUTION SECTION, WHICH IS AN INTEGRAL PART OF TERMS OF USE AND AFFECTS YOUR RIGHTS. THIS SECTION CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
YOU ACKNOWLEDGE AND AGREE THAT YOU MUST COMMENCE ANY ACTION ARISING FROM, IN CONNECTION WITH OR RELATING TO THE SITE OR THE SERVICES WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION FOR SUCH ACTION ARISES.
For the purposes of Terms of Use, the parties consent to exclusive jurisdiction and venue in Singapore. Terms of Use shall be governed by and construed in accordance with the laws of Singapore, excluding its conflicts of law rules. Any and all disputes arising from, in connection with, or relating to the subject matter of Terms of Use shall be finally resolved by binding arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the "Rules"), then in effect, before a panel of three commercial arbitrators with substantial experience in resolving intellectual property and commercial contract disputes. The place of arbitration shall be Singapore. The language of the arbitration shall be English. Each party to a dispute shall nominate one arbitrator in accordance with the Rules, and the third arbitrator shall be nominated by agreement of the two party-nominated arbitrators. In the event either party fails to nominate an arbitrator or the two party-nominated arbitrators fail to select a third arbitrator, such arbitrator shall be appointed in accordance with the Rules. The prevailing party in the arbitration shall be entitled to receive the reimbursement of reasonable costs and expenses, including reasonable legal fees such as attorneys' fees and reasonable travel and out-of-pocket expenses), incurred by such party. If an award rendered by the arbitration panel is not paid by the non-prevailing party, a judgement may be entered in, or an application is made to, a court of competent jurisdiction for an order of the enforcement of such award. Notwithstanding the foregoing, each party shall have the right to commence an action in a court of competent jurisdiction for an injunctive or other equitable remedy before a final decision by the arbitrator panel is made. All aspects of the arbitration proceeding, including the award of the arbitrator and compliance therewith, shall be strictly confidential.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF ARBITRATION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER OR ARTIST CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR ARTIST.
Access or use of the Site or any of the Services is not authorized in any jurisdiction that does not give effect to all terms of Terms of Use, including this Dispute Resolution section.
Company shall not be liable or responsible for any failure or omission to perform its obligations to you in connection with, or resulting or arising from, any cause beyond Company’s full control, including physical or electronic failure, or any action or omission of any third party.
Company may assign, subcontract, delegate or otherwise transfer its rights, liabilities or obligations hereunder (in whole or in part) without consent from you or any third party. Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Your relationship to Company as a result of Terms of Use is not that of employment, and neither party (a) is an agent or partner of the other and (b) has any authority to bind the other party in any respect.
The section titles or captions in Terms of Use are intended solely for convenience, and will have no legal or contractual effect, including the interpretation of any term under Terms of Use.
In Terms of Use, except to the extent otherwise expressly provided: (a) whenever the words “include,” “includes” or “including” are used, they are deemed to be followed by the words “without limitation”; (b) the words “hereof,” “herein” and “hereunder” and words of similar import, when used, refer to Terms of Use as a whole and not to any particular term of Terms of Use; (c) the definitions contained in Terms of Use are applicable to the singular as well as the plural forms of such terms; and (d) references to any person, including “we” or “you”, are also to its successors.
The communications between you and Company use electronic means, whether you use the Site or the Services or send us e-mails, or whether Company posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
Copyright © 2018 Deepdrive Kabushiki Kaisha and its affiliates. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site or the Services are our property or the property of our partners or other third parties. You are not permitted to use any of the Marks without Company’s prior written consent or the consent of such partners or third party which may own the Marks.
If you have any questions regarding Terms of Use, please contact us at support@deepdrive.com.