These Terms of Service ("Agreement") govern your access to and use of the service(s) ("Service") provided by RoyaltyConnect, LLC. ("RoyaltyConnect", "we" or "us") through our website (the "Site") or through other communication platforms, including applications on your mobile device (each, an "Application"). Please read this Agreement carefully. By accessing the Service or by accessing or downloading any associated reports, media, materials, or "online" or electronic documentation (collectively, "Licensed Materials"), you agree to be bound by this Agreement. If you do not wish to be bound by this Agreement, you may not access or use the Service or Licensed Materials.
This Agreement may be amended by RoyaltyConnect from time to time. If we make material changes to the Agreement, we will notify you by email at the email address you provide with your user account information. You agree that such amended Agreement will be effective thirty (30) days after our dispatch of a notice to you, and your continued access to or use of the Service or Licensed Material thereafter shall constitute your acceptance of the amended Agreement.
By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you are an individual using the Service on behalf of an entity, you represent and warrant that you have all necessary right and authority to bind such entity to the terms and conditions of this Agreement.
2. User Accounts
3. License; Proprietary Rights
1. Use of the Service. Subject to the terms and conditions of this Agreement, RoyaltyConnect grants your Users a limited, nonexclusive, non-transferable, non-sublicenseable and revocable license to access and use the Service for your internal business purposes only. Sharing the Licensed Material with non-Users is strictly forbidden. You must use the Service in a manner consistent with any and all applicable laws and regulations. You acknowledge and agree that your use of the Service or downloading of Licensed Material is at your sole risk. RoyaltyConnect reserves the right to change or discontinue the Service (or any feature thereof) at any time, with or without notice.
2. License to Materials. Subject to the terms and conditions of this Agreement, RoyaltyConnect grants you a limited, nonexclusive, non-transferable, non-sublicenseable and revocable license to download and display Licensed Materials solely for your internal business purposes.
3. Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Service or the Licensed Materials or make the Service or the Licensed Materials available to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service or the Licensed Materials; (c) you shall not access or use the Service to build a similar or competitive product or service or attempt to access the Service through any unapproved interface; (d) you will not use any device, software, or routine to damage, interfere or attempt to interfere with any application, function, or use of the Service; (e) except as expressly stated herein, no part of the Service or Licensed Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (f) any future release, update, or other change to functionality of the Service (if any) shall be subject to the terms of this Agreement unless RoyaltyConnect expressly states otherwise. You shall preserve all copyright and other proprietary rights notices on the Licensed Materials and all copies thereof.
4. Proprietary Rights. RoyaltyConnect and its licensors own and retain all proprietary rights in the Service and the Licensed Materials. The Service and Licensed Materials contain the copyrighted material, trademarks, and other proprietary information of RoyaltyConnect and its licensors. Except as expressly specified in this Agreement, the provision of the Service and the Licensed Materials does not transfer to you or any third party any rights in or ownership of such intellectual property, including, without limitation, any intellectual property rights in any RoyaltyConnect or third-party content.
4. Data You Provide To RoyaltyConnect
1. License to Artist Data. In connection with your use of the Service, you may provide us with data regarding yourself (if you’re an artist) or artists you represent ("Artist Data") in the fields and format we accept – such as Google Analytics and sales data. By doing so, you hereby grant RoyaltyConnect a limited, non-exclusive, perpetual, irrevocable, worldwide, royalty-free right to use the Artist Data solely for the purposes of optimizing, validating, enhancing, supplementing and improving the Service and RoyaltyConnect’s related product and service offerings. You agree not to provide us any Artist Data that you know is false or inaccurate, or otherwise intended to disrupt or falsely skew our data or the Service, and you acknowledge and agree that we have no obligation to confirm the validity or otherwise verify the accuracy of the Artist Data.
2. Restrictions. To the extent your Artist Data is not publicly available or available to us from another source without restriction, we will only use it on an aggregated basis in connection with our services, and we will only disclose it to a third party for such purpose and under reasonable terms of confidentiality. Except as expressly specified in this Agreement, your provision of the Artist Data to us does not transfer to us or any third party any rights in or ownership thereof.
5. Fees; Payments
1. Fees. Your use of the Service is subject to your payment of the applicable subscription fees ("Fees"), as set forth on the Order Form. Actual Fees and availability of all aspects of the Service are subject to change by RoyaltyConnect at any time, unless otherwise set forth on the Order Form. You agree that RoyaltyConnect may charge Fees to your credit card or other payment account for the Service and that you will pay all applicable Fees assessed to your Account. Our Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties.
2. Payment. Unless otherwise specified in the Order Form, Fees are due monthly in advance and are non-refundable.
3. Compliance Validation. Upon reasonable advance written notice, RoyaltyConnect may validate your compliance with this Agreement through a review (by either RoyaltyConnect or an independent third party) of your technological information and/or systems sufficient to demonstrate your compliance. You agree to cooperate in conducting any such validation procedure. If the validation procedure reveals that you have used the Service in a manner that exceeds the scope in the Order Form, you will pay us for such unlicensed use of the Service based on the then-current RoyaltyConnect fee structure. We shall bear the cost of the review; provided, however, if the underpaid fees exceed ten percent (10%) of the fees paid (or due) to us during the preceding three (3) month period, then you shall pay our reasonable costs of conducting the validation.
Subject to this Section, this Agreement will remain in full force and effect while you use the Service and/or maintain an Account. Unless otherwise set forth on the Order Form, you may terminate your Account at any time, for any reason by sending an e-mail to firstname.lastname@example.org. Subject to the Order Form, RoyaltyConnect has the right to terminate this Agreement, or suspend or terminate your access to the Service, for any reason immediately effective upon sending notice to you at the email address you provide in your Account. Upon termination of this Agreement by either party, your right to access and use the Service will terminate immediately. You agree that we will have no liability to you for any costs, losses, damages, or liabilities arising out of or related to the termination of this Agreement or denial of your access to or use of the Service. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 4, 6, 7, 8, 9 and 11.
7. Warranty Disclaimer
To the extent permitted under applicable laws, the Service and Licensed Materials are provided "As-is" and as available and RoyaltyConnect expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. RoyaltyConnect does not guarantee and does not promise any specific results from the use of the Service or Licensed Materials. RoyaltyConnect makes no warranty regarding the results, data or License Material obtained or derived through the use of the Service, nor that the Service will be uninterrupted, free of viruses or other harmful code, timely, secure, or error-free. You agree that RoyaltyConnect is not responsible for the timeliness, deletion, mis-delivery, or failure to store any communications or personalization or preference settings.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
8. Limitation on Liability
To the extent permitted under applicable laws, RoyaltyConnect shall not be liable to you, or any third party, for any lost profits, indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to your use of the Service, Site, or Licensed Material under this Agreement, even if RoyaltyConnect has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, RoyaltyConnect’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the greater of (1) an amount equal to the amounts paid by you to RoyaltyConnect in the twelve (12) months preceding the claim; and (2) one hundred U.S. Dollars (US $100). The existence of one or more claims will not serve to enlarge this limit. You acknowledge and agree that the limitations of RoyaltyConnect’s liability are (a) reasonable in light of your ability to use the Service, Site, or Licensed Material at the fees charged by RoyaltyConnect, and (b) essential and fundamental parts of this agreement, which are necessary to induce RoyaltyConnect to enter into this agreement.
Some jurisdictions do not allow the exclusion or limitation of liability, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold RoyaltyConnect, its subsidiaries, affiliates, officers, agents, and other partners and their employees, harmless from any loss, liability, claim, demand, costs, or expenses, including reasonable attorney's fees, brought by any third party arising out of or relating to: (a) your use of the Service, Site or Licensed Material, (b) our use of the Artist Data in accordance with the terms hereof, or (c) your breach of this Agreement.
10. Electronic Communications
The communications between you and RoyaltyConnect use electronic means, whether you visit the Site or send us emails, or whether RoyaltyConnect posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from RoyaltyConnect in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that RoyaltyConnect provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
You may not, by operation of law or otherwise, delegate or otherwise transfer your rights or obligations under this Agreement to any third party without our prior consent, and any attempt to do so will be void.
13. Copyright/Trademark Information
Copyright 2016, RoyaltyConnect Inc. All rights reserved. The trademarks, logos and service marks ("Marks") displayed on the Service are our property or may be the property of third parties. Certain uses of Marks require the permission of the owner. If you are interested in using our Marks for any purpose, please contact email@example.com to determine whether such a use requires authorization.
If you have any questions please contact firstname.lastname@example.org.