General:
Indemnification
Customer agrees to indemnify, defend, and hold SONG.ONE ↗, its third-party publishers, and their respective affiliates, employees, officers, agents, directors, and representatives harmless, immediately upon first demand of SONG.ONE ↗, from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs, and expenses (including without limitation reasonable attorneys’ fees) arising out of or related to: (i) Customer’s breach of any representations, warranties, or covenants made in TOU, including without limitation breach of the License granted hereunder; or (ii) any allegations of or proceedings for libel, defamation, violation of privacy or publicity rights, copyright infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the use of the Services; (iii) the breach by Customer of any of the terms and conditions set forth herein; (iv) use of the Template Terms and/or Custom Terms or any combination thereof; and/or (v) the Component. Customer further agrees that any compromise or settlement of such disputes will contain a complete, express, and unconditional release of SONG.ONE ↗. The provisions of this Section shall survive the termination or expiration of the TOU and/or any registration.
SONG.ONE ↗’s Proprietary Rights
Except for the content submitted by Customer pursuant to the TOU and the limited licenses expressly granted herein, SONG.ONE ↗ expressly reserves all rights, title, and interest in and to the SONG.ONE ↗ Services, any SONG.ONE ↗ content on the SONG.ONE ↗ website, and all processing, analytics, and other software and technology used by SONG.ONE ↗ in the provision of the SONG.ONE ↗ Campaign and/or Services (collectively “SONG.ONE ↗ Technology”), including without limitation any derivatives, improvements, enhancements, or extensions of the SONG.ONE ↗ Technology conceived, reduced to practice, or otherwise developed on or on behalf of SONG.ONE ↗, all of which are valuable assets of SONG.ONE ↗ and any copyright, patent, trademark, service mark, logo, or other intellectual property right or federal or state right pertaining thereto. All SONG.ONE ↗ Technology, SONG.ONE ↗ content, and SONG.ONE ↗ Services are the exclusive property of SONG.ONE ↗ or the Customers or their authorized agents and are protected by Israeli and international copyright laws. You will not remove, alter, or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the SONG.ONE ↗ Technology, SONG.ONE ↗ content, and SONG.ONE ↗ Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these TOU grants you any right to use any trademark, service mark, logo, or trade name of SONG.ONE ↗ or any third party.
The compilation (meaning the collection, arrangement, and assembly) of all content on the SONG.ONE ↗ Services is the exclusive property of SONG.ONE ↗ and is also protected by Israeli and international copyright laws. Any reproduction, modification, distribution, transmission, republication, display, or performance of the content on the SONG.ONE ↗ Services is strictly prohibited. Furthermore, you will not, nor will you allow or direct any third party (whether or not for your benefit) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, circulate, or use any content on the SONG.ONE ↗ Services without the express prior written consent of SONG.ONE ↗. Any unauthorized or prohibited use of the content on the SONG.ONE ↗ Services may subject you to civil liability, criminal prosecution, or both under applicable law.
You may not, or attempt to, (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Services; (b) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content; (c) use any robot, spider, site search, or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services; (d) harvest, collect, or mine information about users of the Services; or (e) use or access another user’s account or password.
Information Rights
While you shall retain ownership of all confidential information and statistics relating to your submitted content, such as raw data and log files generated by the SONG.ONE ↗ Services (collectively “User Data”), you grant SONG.ONE ↗ a non-exclusive right to use the User Data, including reports, for any purpose. In connection with the provision of the SONG.ONE ↗ Services, you agree that SONG.ONE ↗’s use of any User Data shall be subject to the SONG.ONE ↗ Privacy Policy. You will only have access to User Data that is collected as part of your Campaign and/or Services as long as you are in full and strict performance of these TOU. Customer must ensure that any third party (such as a music company or digital marketing company) provided access to the Customer’s User Data on its behalf can only use or process the User Data for purposes of providing services to the Customer in full compliance with this TOU and the Privacy Policy. They may not make independent use of such User Data. Notwithstanding the foregoing, any non-personally identifiable information about users of SONG.ONE ↗ Services collected, compiled, generated, processed, or used in the foregoing manner by SONG.ONE ↗ and/or any analytical or statistical data created by SONG.ONE ↗ and/or any service providers on its behalf (“Other Data”) shall not constitute User Data, and SONG.ONE ↗ shall own the Other Data and have full rights to use and/or commercialize the same.
Cancellation & Refund Policy
The Customer may stop or terminate a Campaign at any time by “Pausing” or “Archiving” the Campaign in the SONG.ONE ↗ platform. Upon 48 hours written notice to SONG.ONE ↗, SONG.ONE ↗ shall issue a refund for all impressions that have not been delivered. The Customer is responsible to pay for all impressions that were served by the SONG.ONE ↗ Services. Monthly and/or Annual subscriptions may be canceled at any time and will end at the completion of the current billing cycle. Customer is not entitled to a refund for the remainder of any unused subscription period. Refunds will be made at SONG.ONE ↗’s sole discretion.
Non-Solicitation
SONG.ONE ↗ has proprietary relationships with the publishers that receive licenses to use the Services. With the exception of reasonably documented preexisting relationships with direct publishers or networks during the term of the TOU and for a period of twelve (12) months thereafter, Customer agrees not to solicit, induce, recruit, or encourage, directly or indirectly, any publisher that Customer knows or has reason to know is a publisher using the SONG.ONE ↗ Services in any manner without the express written consent of SONG.ONE ↗. In the event that Customer violates this provision, it shall pay SONG.ONE ↗ an additional commission equal to what the SONG.ONE ↗ would otherwise have earned had Customer not violated this subsection.
The parties agree and understand that a material breach of this “Non-Solicitation” will cause SONG.ONE ↗ to suffer irreparable harm and that monetary damages may be inadequate to compensate for such damage. Accordingly, the parties agree that in such event, SONG.ONE ↗ will, in addition to all other remedies, be entitled to preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond and/or shall be entitled to a decree of specific performance of the terms of the TOU against the Customer. The foregoing remedy is a material bargained for basis of the TOU and has been taken into account in each party’s decision to enter into these TOU and accept the registration of the Customer.