TABLE OF CONTENTS
1.1 Service Provider
1.2 Service User
5.1 Distribution License Regarding Products
5.2 Distribution by bundling, compiling or remixing Products Together
5.3 The Territory
5.4 License Of The Products To End-Users
5.5 Product Changes
6.1 Membership Quotas And Related Fees
6.2 Product Sales Rights And Related Fees
6.3 Payment Methods
7.1 Full Rights Covering The Content
7.2 Original Material
7.3 Legal Material
7.4 Sexually Explicit Or Violent Content And Substance Abuse
7.5 Content Material To Be Provided By You
7.6 Product Packing
7.7 Right To Use Your Trademarks and Brands
7.8 Request For Removal Of Listings Within SoundChilds And Affiliates
7.9 Modifications And Bundling
7.10 SoundChilds Logo Included
7.11 Maintenance And Support Regarding Products By User
7.12 Distributor Training
8.1 Waived ie. Profit Shares Free Distribution
8.2 Sales Profit Share, Royalties and Licence Fees Covered Distribution
8.3 Your Sales Profit Share, Royalties and Licensing Provisions
8.4 Your Promoter Commissions From SoundChilds Promotion Program
8.5 Operative Payments of Due Profit Shares and Related Commissions
8.6 Profit Shares, Royalties, Fees and Commissions To Third Parties
8.7 Audit Rights
8.8 Payment of Any Difference Revealed by Auditing
8.9 Reporting Failure
9.1 Product Pricing To End-Users
9.2 Payment Methods
9.3 Marketing and Promotion
9.4 SoundChilds to Approve all Marketing Material
9.5 Use Of Referrals And Affiliates
10.1 Operative Control
10.2 Non-Automatic Distribution Control
10.3 Order Processing
10.4 Product Delivery
11.1 Confidentiality
11.2 Proprietary Rights
11.3 Password And Subscription Protection Required By The User
11.4 Password And Subscription Protection Provided By SoundChilds
14.1 All Parties Regarded As Independent Contractors
14.2 Coverage Of Personnel Taxes, Insurances And Social Security Related Payments
14.3 Non-Joint Venture Relationship
15.1 Users Limited Warranty
15.2 Disclaimer of Users Warranty
15.3 Users Limitation Of Liability
17.1 Right To Modify Terms And Any Service Fees
17.2 Right To Access And Materials Control
17.3 Reservation Regarding Time Frames and Schedules
17.4 Reservation Regarding SoundChilds Stations
17.5 Right Of Termination Of Service
18.1 Your Indemnification
18.2 SoundChilds Indemnification
20.1 Term And Termination
20.2 Users Right To Cancel This Distribution Service
20.3 SoundChilds Right To Cancel This Distribution Service
20.4 Coverage Of Provisions and Royalties, Returning Of Paid Fees
21.1 Dispute Resolution
21.2 Governing Law
TERMS AND CONDITIONS
1. PARTIES INVOLVED  
www.SoundChilds.net internet portal and associated SoundChilds organisations
c/o Mika Kotikoski
Full Name: Mika Kotikoski
Address: Merisotilaankatu 3 D 45, 00160 HELSINKI, FINLAND
The User specified in the data delivered upon subscribing to the SoundChilds.net service registration form regarding the use of the distribution service.
Subscribing means succesfully filling the subscription form and sending it to SoundChilds in electronic format by using the registration script.
By submitting material to SoundChilds, you represent and warrant that you, as the representative of the User, are at least 13 (thirteen) years of age.
2. RECITALS
Whereas, The User has produced, manufactured or developed certain products an supporting documentation and desires to cooperate with SoundChilds through a non-exclusive rights agreement by which SoundChilds provides a set of internet pages to the User for potential Clients to pre-view the products and further, separate channels to commercially market and sell meant products of the User.
Whereas, SoundChilds is in the business of internet based distributing and desires to cooperate with The User.
Now, therefore, in consideration of the terms and conditions set forth herein, the parties hereto agree as follows:
3. DEFINITIONS OF GENERAL EXPRESSIONS USED
When used in this Agreement, any of its attachments or other related documents all brands, expressions, terms, words (“Example of Format”:) and their plural forms act as respective meanings to descriptions given in this clause:
“Agreement”: Means this Agreement and material attached to it.
“Affiliate”: Is a registered representative attempting to further the sales efforts of the User through the SoundChilds Promotion Program.
“Authority”: Means the Authorities related to the subject handled in the clause where this expression is used.
“Artist”: Synonymous to User.
“Artist Pages”: The html pages generated by member artists through the Backstage user interface.
“Artist-Seller”: As in "Artist" above..
“Artist-Seller Pages”: The html pages generated by member artists through the Backstage user interface.
“Associate”: Any third party cooperating through a contractual agreement with either SoundChilds or the User. See also “Affiliate” above. Whether the association is with SoundChilds or the User depends on the textual perspective of the clause where this expression is used.
“Attachment”: Means any documents or items attached to this Agreement.
“Backstage”: A section of SoundChilds.net portal.
“Client”: Potential final buyer regarding the products of the User
“Controller”: Means the Authorities or control entities related to the subject handled in the clause where this expression is used.
“Customer”: As in “Client” above.
“Distributor”: Equals SoundChilds.
“End User”: As in “Client” above.
“Global Store”: Means the central store at SoundChilds portal where all items from individual Artist-Seller stores are simultaneously showcased.
“Goods”: Mean the final products by the User.
“IPN”: Equals “Instant Payment Notification”, a term of technological method developed and provided by Paypal™. Both IPN and Paypal™ are registered trademarks.
“Licensees”: The party or third party to whom licences have been granted. Whether the association is with SoundChilds or the User depends on the textual perspective of the clause where this expression is used.
“Service”: Includes all services and features provided by both SoundChilds.net and SoundChilds.com Portals.
“Service Provider”: Equals SoundChilds caluse 1.1 of this agreement.
“SoundChilds Sales Account”: The central sales account controlled by SoundChilds administration via Paypal™ or other similar online payment gateway.
“SoundChilds Stations”: Internet radio stations hosted by using the SoundChilds portal quotas specified for broadcasting over the internet or other broadcasting technologies.
“Sub Licensees”: The party or third party to whom sub licences have been granted. Whether the association is with SoundChilds or the User depends on the textual perspective of the clause where this expression is used.
“User”: Equals the Service User according to clause 1.2 of this agreement.
“Products”: As in “Goods” above.
“Territory”: Means the geographic area or areas identified and covered by this contract. Unless otherwise stated the Territory is global.
“Trademark”: Means any brand, trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of SoundChilds or the User. Whether the association is with SoundChilds or the User depends on the textual perspective of the clause where this expression is used.
“You”: Equals the Service User according to clause 1.2 of this agreement.
4. APPOINTMENT OF DISTRIBUTOR
The User hereby appoints SoundChilds as Users nonexclusive distributor of Products in the Territory, and SoundChilds accepts that position. It is understood that The User cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so.
5. LICENSES
SoundChilds may distribute the final products offered by the User under the terms of this contract and other Legal Documents of SoundChilds or under the terms of another license, which may contain terms different from this License, provided that SoundChilds acts in compliance with the terms of these Legal Documents. If SoundChilds distribute the products under a different license, SoundChilds must make it absolutely clear that any terms which differ from this License are offered by SoundChilds alone, not by the Initial Developer or User as a Contributor. SoundChilds hereby agree to indemnify the Initial Developer and every Contributor for any liability incurred by the Initial Developer or such Contributor as a result of any such terms SoundChilds offers.
SoundChilds hereby agrees not to distribute any products in a bundle, compilation or re-mixing without the prior written permission given by the User.
SoundChilds may market and distribute the Products solely within the geographical limits set forth hereto (the "Territory").
In connection with SoundChilds license and distribution of the Products to End-Users, SoundChilds may have End-Users execute an End-User License Agreement. SoundChilds may not negotiate the terms of the End-User License Agreement with any prospective End-User or agree to any conflicting, different or additional terms from those set forth in the End-User License Agreement without the Users prior written consent. The User shall have no liability to Distributor in the event any prospective End-User refuses to agree to enter into an End-User License Agreement.
SoundChilds hereby agrees not to change any contents of any offered products without the prior written permission given by the User. SoundcChilds has the right to remove any product listings and any related material without prior notice to the User.
6. MEMBERSHIP QUOTAS AND PRODUCT SALES RIGHTS , QUOTA FEES
Quotas available for registered users are listed at MEMBER ACCOUNT QUOTAS page.
Product Sales Rights provide You the possibility sell products from Your Artist-Seller Page Store. Fees regarding setting up your dedicated Artist-Seller store to gain full sales rights for your products are found at BACKSTAGE QUOTA MATRIX page.
The technology takes advantage of but is not limited to IPN and Direct Pay by Paypal™ and on other instant payment services provided by online payment gateways.
7. YOUR CONTENT AND MATERIALS
By submitting material to the Service, you represent and warrant that
You have full right and power to enter into and perform under these Terms, and have secured all third-party consents, licenses and permissions necessary to enter into and perform under these Terms,
The material that you submit to SoundChilds related sites does not contain "samples" of any third party’s sound recording or musical composition, images or software coding or such and will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy or moral rights;
The material that you submit is not and will not violate any law, statute, ordinance or regulation;
If you plan to release sexually explicit content or material containing violence or substance abuse you assure that you are aware of the “COPPA” and PRARENTAL ADVISORY regulations and guidelines and are prepared to clearly notify the need of precautions by including the sentence "EXPLICIT CONTENT – PARENTAL ADVISORY NEEDED" at the beginning of the product information and preferably by defining the content as “ADULT”.
You upload the needed audio material regarding preview streaming via Your Artist Pages and possible commercial streaming via SoundChilds Stations (when allowed by you).
You upload any promotional and support material needed like graphics, etc. to be used at Your Artist Pages, SoundChilds Forum User Profiles etc sources managed by you.
You upload all needed final content regarding commercial releases to be sold as downloadable packages via your artist page store and SoundChilds Global Store. Your Artist Page Store and The SoundChilds Global Store provide the links to the e-commerce shopping cart system and controlled downloading links.
It is hereby agreed that you are solely responsible of packing all materials/content submitted by you whether delivered digitally or traditionally (ie. mailing, couriers etc. physical delivery methods).
You agree to grant SoundChilds, its associates and affiliates the right to use any trademarks, service marks or trade names incorporated into your material and use the likeness of any individual whose performance or image is contained in your material when commercially promoting your content by the spirit, terms and conditions of this Agreement.
If you believe that material you own has been copied and made accessible in a manner that violates your intellectual property rights, please follow the instructions in our COPYRIGHT POLICY and contact us. We will consider such requests individually.
(i) SoundChilds will not, without the prior written consent of You modify, alter, adapt, disassemble, reverse engineer, decompile or amend the Products in any way.
(ii) SoundChilds will not bundle, package or otherwise distribute the Product with, or as part of, any other product or collection of products without the prior written approval of You.
SoundChilds may affix the SoundChilds name and logo on the product in the manner of indicating the status as the appointed distributor.
(i) You have the right to designate any modified or updated versions of the Product as new Products, which are not required to be provided under Users provided support.
(ii) You are solely and fully responsible for providing any and all support (including installation, end-user training and maintenance if so designated) regarding your submitted products and material. Meant support is to be properly described to the End-User in the documentation attached to the product in question.
Regarding software, software configuration or add-on modules for a period of 180 days after the date of submitting the last update of the product, SoundChilds may request Company to provide 7 day of on-line (or on-site if so needed) training and assistance to 10 of SoundChild's personnel who attend such training. After the 180 day period and for any additional on-site training and assistance requested by SoundChilds, SoundChilds agrees to pay Users then current standard rates and reimburse User for any out-of-pocket expenses, including travel-related expenses incurred by Company to attend the training sessions.
8. YOUR PROFIT SHARE, ROYALTIES, LICENSING FEES, COMMISSIONS
By submitting material to the Service, you represent and warrant that
You understand that this clause covers
- Sales Profit Sahre Free,
- Royalties Free,
- Licence Fees Free and
- Promotion Program Commissions Free Distribution.
It is hereby agreed that any Artist-Seller or related pages created by you via the SoundChilds content management interface are created with the sole intention of you providing potential End-Users a way to preview your products for free either as streaming audio, video, browsing images or demonstrative packages of software and/or other files.
By submitting sound recordings, musical compositions or other audio and/or audio-visual, video or still images content to above described pages controlled by you, you grant us, our affiliates, and our business partners a worldwide, nonexclusive license for promotional reasons to showcase and publicly display your said pages by showcasing, listing and ranking them and their included content in the SoundChilds content management portal and to provide links to Your Artist-Seller pages or any subsequent URLs which may replace or supplement the meant pages or links (not deep linking to the content directly, except for ranking charts, search scripts results and similar links created inside the Sound Child Portal) use your products free of any royalties, sales provisions, licensing or any such fees when said actions are taken without requiring the end users, advertising sponsors or any such parties to pay for the previewing of the content;
You carry full rights regarding submitted content and materials and hereby waive any claim for royalties and licensing fees for now and in the future for any of your uploaded works to be freely streamed/viewed/downloaded or used in any other manner for demonstrational purposes in the original format submitted by You at any of the SoundChilds Artist Pages established by You or any subsequent URLs which may replace or supplement the meant Artist-Seller or similar pages.
It is hereby agreed that, unless separately specifically agreed upon, any other methods of sales and distribution -than the ones described above in clause 8.1 of this Agreement and excluding your own distribution by deep linking directly to your content- as such, whether
- (i) publicly performing, publicly displaying, or publicly broadcasting; encoding, editing, altering, modifying, reproducing, transmitting, manufacturing, distributing and synchronizing with visual images, in whole or in part, alone or in compilation with content provided by third parties, through any medium now known or hereafter devised to users seeking to download or otherwise acquire your content for further use and/or
- (ii) storing the work in a remote database accessible by users and further, when these actions are made via SoundChilds and taken by the end users, advertising sponsors or any such parties paying for the services delivered by SoundChilds are treated as commercial distribution covered by this Agreement and as such become subject to Sales Provisions, Royalties and Licensing fees, of which the amount of compensation to You is agreed upon in the following clause 8.3 of this Agreement.
It is herby agreed that your royalty is at least 50% of any *sole product Sales Turnover (Based on Incomes after withdrawing any End-User location based Value Added Tax (VAT), Goods and Services Tax (GST), or other Consumption Tax, Shipping and Handling Costs from **Gross Incomes ) and also reduced by any fees or such to be paid to parties like, but not limited to, record companies, producers, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your materials, your licensors, unions or guilds or any other third parties when subject to payment if claimed according to commitments made by you.
Your profit shares are based on price classes set at Your Sales Profits page.
*The amount of payment is counted separately per each individual product or product package presented by their own product number.
**Gross Incomes here mean total sales and licensing or any such incomes regarding your products/content/services when transactions are cleared via the SoundChilds Store Sales Account at Paypal.
This contract does not cover SoundChilds Promoton Program which is based on a sparate agreement, the PROMOTER CONTRACT. Any and all coverages and payments regarding promotion commissions to members of SoundChilds Promotion Program are covered by SoundChilds separately.
Payments upon request. You may request payment of profit shares and commissions collected.
- Requested payments are processed within 5 banking days.
- *Minimum cumulative balance transacted is USD 20. Requests of any balance below will not be processed.
- *Maximum balance transacted is USD 10 000 per member. Any balance higher is only transacted by upon request in addition to a separate request confirmation which is made over the helpdesk.
- Payments are a subject to
- a fixed USD 15 processing fee charged by SoundChilds
- and any online payment fees charged by used payment gateway (view Paypal fees here).
- The fees will be subtracted from the requested amount and they are non-refundable.
- Funds are transacted to the Artist-Seller online account based on the email address registered and payment gateway indicated at SoundChilds Promotion Program profile.
- Payments can only be requested by the special form. This form is found at the end of Promotion Program Member Account Transactions Statement.SoundChilds holds the right to deny any such payment if subject to further investigation regarding validity of closed sales the request is based on.
*The amount of payment is counted per all cumulative payments due at moment of calculation occurring after the received express payment request.
Other payment gateways and methods: Any related payments are paid primarily via available online payment gateways. If the Artist-Seller requires any other method of payments to be used, all fees of the selected clearing entity and a processing fee of USD 30 are to be covered by The Artist-Seller. SoundChilds is entitled to withhold any such fees to be paid to respective entities from the Artist-Sellers funds at the beginning of the operative payment process.
It is hereby agreed that you are solely responsible for covering any payments regarding your commitments to Third Parties within the context of this agreement ie. In addition to the profit shares, commissions and bonuses payable (based on clauses 8.3-8.5 of this contract) to you or a beneficiary nominated by you, SoundChilds, our customers and licensees shall not be required to make any further payments with respect to material that you submit to our sites, including, but not limited to, payments to you, third parties, record companies, producers, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your materials, your licensors, unions or guilds.
Note: Third Parties described in this Article do not include members of the SoundChilds Promotion Program. Any and all provisions paymentsto Promotion Program Members are covered by SoundChilds according to a separate agreement between SoundChilds and the Promotors.
- (i) SoundChilds shall maintain accurate books and records of all incomes, royalties and fees payable to the User according to this Agreement regarding licenses granted for the Products.
- (ii) Upon reasonable notice to SoundChilds, and no more frequently than twice a year, SoundChilds shall make such books and records available to User, online or at SoundChilds place of business during normal business hours, to audit the payments being made or to be made by SoundChilds to the User.
- A. If an Auditing under Article 8.7 reveals that the total amount payable to the User in respect of any semi annual period of six (6) months is a sum greater than the amount specified in the relevant Report or Reports, then SoundChilds will pay to the User the difference within 90 days of demand in writing by the User which demand will be accompanied by a copy of any accountant's report.
- B. If the amount payable to the User under above Article 8.8 exceeds the amount specified in the relevant Report or Reports by 10 % or more, then SoundChilds will also pay the costs and expenses of that inspection.
- A. If SoundChilds fails to deliver a Report or Reports within the time required by Article 8.8, the User may appoint an independent accountant to examine the Records of SoundChilds for the purpose of ascertaining the amount payable by SoundChilds for the relevant Calendar Quarter.
- B. SoundChilds will permit that accountant to inspect the Records.
- C. The amount certified by that accountant to be payable in respect of any Calendar Quarter together with the costs and expenses of that inspection are payable by SoundChilds within 90 days of demand by the User for that amount, such demand to be in writing and accompanied by a copy of the accountant's report.
9. YOUR PRODUCT PRICING, MARKETING AND PROMOTION
Any products submitted by you to be sold via your Artist-Seller pages store are to be priced by you according to following pricing methods:
(i)Products priced below USD 100 (one hundred)
-
(a) You are to set a net sales price of a single product/bundled set of products, minimum USD 0.01, unless otherwise agreed and further
-
(b) You may separately charge for shipping and handling in case of physically deliveried goods. If you prefer sparate billing, you are required to clearly indicate this in the product description. The minimum indication statement is: "Regional, standard shipping costs are separately billed during physical delivery". These shipping costs may be collected by using any preferred channels ie. cash on delivery or other similar methods.
-
(c) SoundChilds adds the vat or similar consumer taxes and a processing fee which are counted and added in to the total price within the shopping cart system used.
-
Non-fixed pricing is prohibited. In the visible product description you are to clearly announce the final, total price of the product before sales or value added taxes added and to provide the customers precise information about potential added shipping and handling costs regarding physical deliveries, precise directions about payment methods and terms and conditions regarding shipping payments after the payment transaction via SoundChilds Sales Account.
(ii)Products priced over USD 100 (one hundred)
-
(a) You must set a net sales downpayment price or product listings price of a single product/bundled set of products, minimum USD 50 or 5% of the total sales price -which ever is higher , unless otherwise agreed and further
-
(b) You may separately charge for shipping and handling in case of physically deliveried goods. If you prefer sparate billing, you are required to clearly indicate this in the product description. The minimum indication statement is: "Regional, standard shipping costs are separately billed during physical delivery". These shipping costs may be collected by using any preferred channels ie. cash on delivery or other similar methods.
-
(c) SoundChilds adds the vat or similar consumer taxes and a processing fee which are counted and added in to the total price within the shopping cart system used.
-
Non-fixed pricing is prohibited. In the visible product description you are to clearly announce the final, total price of the product before sales or value added taxes added and to provide the customers precise information about potential added shipping and handling costs regarding physical deliveries, directions about payment methods and terms and conditions regarding the remaining payments after the downpayment transaction via SoundChilds Sales Account.
Unless specally indicated, any consumer taxes are counted and charged from the End-User based on their location. Any fees regarding SoundChilds own processing and handling are found on the information pages at SoundChilds Portal Forum.
Note: Article 9.1(ii) is not relevant regarding any SoundChilds Membership fees. All Membership fees over USD 100 are priced according to above article 9.1(i) as full one time payments.
The payment gateways offered for buyers are online payment gateways given at the shopping cart.
Unless otherwise specifically agreed, SoundChilds participates in the marketing and promotion of your products solely by providing the SoundChilds Portal to be used by you according to the terms set in this Agreement, its attachments and further by other guidelines provided. You are solely responsible for any marketing efforts initiated by yourself and all response regarding your efforts is to be answered by you.
SoundChilds has the right to remove any files, links, articles or other material/media regarded unwanted as stated in Article 7 or any related clauses, terms and conditions of this Agreement.
It is hereby agreed that You will not refer any part of content of the SoundChilds Portal to any third parties through any other referral system, but SoundChilds Promotion Program maintained by SoundChilds.
NOTE: This Agreement does not cover the PRIMARY terms and conditions regarding the use of SoundChilds Sales Promotion Program as an active Promotor. Those terms and conditions are defined in the PROMOTER CONTRACT. Information regarding registration and use of SoundChilds Sales Promotion Program as a Promotor is found on the information pages at SoundChilds Portal Forum.
10. CONTROL OF PRODUCT DISTRIBUTION
You alone control the distribution of your products via SoundChilds portal.
If not automatically available though the User Interfaces you may direct SoundChilds in writing to initiate/suspend the distribution of any of Your Products and SoundChilds will comply with that direction within a period up to 7 days. Unless otherwise specified, requested updates regarding creation of distribution codes, custom links or related material as well as withdrawing any are a matter of special consulting provided by SoundChilds. Said special consulting is not a part of any of the Basic Distribution Quotas. The fees regarding creation of any such special codes and other such consulting work are announced online on information pages of the SoundChilds portal.
SoundChilds provides an IPN code based order registration system accessible via the SoundChilds Promotion Program User Interface. Delivery of customer order information including the address, is primarily based on Paypal IPN. SoundChilds agrees to instantly deliver all related buyer information at your individual SoundChilds Promotion Program Reporting System once a report on a completed, succesful purchase of any of your products is registered. You are solely resposible for further prosessing the order from that point on.
- (i) Digitally distributed products are stored at SoundChilds storage servers or secure servers maintained by a third party appointed by SoundChilds and are made downloadable automatically based on received instant payment downloading notifications reporting a fully covering, succesful payment.
- (ii) If Your delivery method is based on non-digital distribution ie. traditional mailing or shipping of physical materials, it is hereby agreed that you are solely responsible for delivering the goods to the Buyers.
11. CONFIDENTIALITY, PROPRIETARY RIGHTS AND PROTECTION
SoundChilds acknowledges that in the course of dealings between the parties, SoundChilds may acquire information about user, its business activities and operations, its technical information and trade secrets, including but not limit to the Products, all of which are highly confidential and proprietary to User (the "Confidential Information"). Confidential Information shall not include information generally available to or known by the public, or information independently developed outside the scope of this Agreement. SoundChilds shall hold all such Confidential Information in strict confidence and shall not reveal the same except pursuant to a court order or upon request of User. The Confidential Information shall be safeguarded with at least as great a degree of care as SoundChilds uses to safeguard its own most confidential materials or data relating to its own business, but in no event less than a reasonable degree of care.
SoundChilds acknowledges and agrees that the Products, and all copies thereof, constitute valuable trade secrets of Artist-Seller and/or proprietary and confidential information of Artist-Seller and title thereto remains with Artist-Seller. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Products are and shall remain vested with Artist-Seller. All other aspects of the Products, including without limitation, programs, methods of processing, design and structure of individual programs and their interaction and programming techniques employed therein shall remain the sole and exclusive property of Artist-Seller and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly, by SoundChilds to any person, company or institution whatsoever other than as expressly set forth herein. The copyright notice and restricted rights legends contained in the Products shall appear on all products distributed by SoundChilds as set by Artist-Seller.
You agree to provide true, accurate, current and complete information about yourself as requested in the Service's registration process and to update your information. You may not reveal your subscription password to anyone else and you may not use anyone else’s password. You are responsible for maintaining the confidentiality of your subscription account and password. Unauthorized access to the Service is a breach of these Terms and a violation of the law.
SoundChilds may not reveal your subscription details to any third parties and is responsible for maintaining the confidentiality of your subscription account and password. Unauthorized use of your subscription details is a breach of these terms and a violation of the law.
12. THIRD PARTY SITES AND CONTENT
The Service contains links to other Internet sites that our business partners and other third parties own or operate. Your use of each of those sites is subject to the terms and conditions, if any, that each of those sites have posted. SoundChilds have no control over third party sites and we are not responsible for any changes to or content on them. Our inclusion of any material in the Service’s search database or a link on our sites is not an endorsement of that material or link or the companies that own or operate the material or linked sites.
13. YOUR CONDUCT ON THE SERVICE
Detailed guidelines, terms and conditions are set at FORUM AND GALLERY RULES page.
14. CORPORATE RELATIONSHIP OF PARTIES
SoundChilds is an independent contractor and is not the legal representative or agent of The User for any purpose as The User is an Independent Contractor and not a legal representative or agent of SoundChilds. Either shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of the other or others employees.
Each party agrees to, at their own expense, during the term of this Agreement and any extension thereof, maintain full insurance and social security and to fully compensate other similar employee related payments and payroll taxes under any Workmen's Compensation Laws; Federal Social Security Laws and State Unemployment Compensation Laws or other related payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for the party in question or in the jurisdiction or other applicable law covering all persons employed by and working for the party question in connection with the performance of this Agreement, and upon request shall furnish the counter party with satisfactory evidence of the maintenance of such agreements.
Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.
15. YOUR LIMITED WARRANTY, DISCLAIMERS, LIMITS OF LIABILITIES
For 30 days after delivery of a Product to SoundChilds, User warrants that media upon which the Products are delivered shall be of good quality and workmanship. Upon electronically mailed notice from SoundChilds of defective media for a Product, User shall use reasonable efforts to promptly provide replacement media.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN ARTICLE 15.1, THE PRODUCTS ARE PROVIDED "AS IS". USER SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS OR DEFECTS IN THE TAPE, DISKETTE OR OTHER TANGIBLE MEDIA AND DOCUMENTATION, OPERATION OF THE PRODUCTS, AND ANY PARTICULAR APPLICATION OR USE OF THE PRODUCTS.
IN NO EVENT SHALL USER BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. USERS MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT BY SOUNDCHILDS TO USER WITHIN 6 MONTHS PERIOD IMMEDIATELY PRECEDING THE CAUSE GIVING RISE TO THE CLAIM.
16. SOUNDCHILDS LIMITED WARRANTY DISCLAIMERS, LIMITS OF LIABILITIES
The listing, or absence of listing, of any document in the Service’s search database does not imply any warranty or guarantee by us, for any companies, products, or services described in such documents. SoundChilds disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the Service’s search results. SoundChilds disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. SoundChilds disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the World Wide Web or Internet using search results from the Service.
SOUNDCHILDS DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR THE CONTENT. THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. SOUNDCHILDS DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.
SOUNDCHILDS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. RIGHTS RESERVED BY SOUNDCHILDS
SoundChilds reserve the right, in our sole discretion, to modify these Terms and any Service fees, at any time, effective upon the date we post a new set of Terms on the Service site. Your continued use of the Service constitutes your binding acceptance of these Terms, including any changes or modifications that we may make. If any part of these Terms or any future changes to these Terms are not acceptable to you, you may cancel this distribution service as explained in the clause CANCELLATION OF THIS DISTRIBUTION SERVICE of this agreement.
We also reserve the right, in our sole discretion, to restrict, suspend or terminate your access to all or to any part of the Service at any time for any reason without prior notice or liability. We may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability. We reserve the right to remove any material that you submit to the Service for any reason without prior notice to you and without liability to us.
Our goal is to ensure timely processing services; however, we do not guarantee that your submission will be processed within the expected timeframes associated with any SoundChilds program. We will not have any liability to you as a result of service outages that are caused by our maintenance on the servers or the technology that underlies the Service, failures of our service providers (including telecommunications, hosting and power providers) computer viruses, natural disasters or other destruction or damage of our facilities, an act of God, war, civil disturbance or other cause beyond our reasonable control.
This Agreement becomes secondary if you decide to separately apply to manage a media station service provided by SoundChilds. Managing SoundChilds Stations requires a specific contract to be signed. Contact us through our support form regarding any application to manage a SoundChilds Station.
SOUNDCHILDS RESERVES THE RIGHT TO TERMINATE THE SERVICE AT ANY TIME WITHOUT NOTICE.
18. INDEMNIFICATION
You hereby agree to indemnify, defend and hold SoundChilds, and all of our officers, directors, owners, agents, information providers, affiliates and licensors (collectively, the "SoundChilds Parties") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by any SoundChilds Party in connection with any claim arising out of :
- (i) any use or alleged use of your account or password by any person, whether or not authorized by you,
- (ii) any claim arising out of the material that you submit to the Service, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, trademark infringement and any claim or liability relating to the content, quality, or performance of materials that you submit to the Service.
SoundChilds shall indemnify, defend and hold You harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by Company as a result of any claim or proceeding against You arising out of or based upon
- (i) the combination, operation or use of the Products with any hardware, products, programs or data not supplied or approved in writing by User, if such infringement would have been avoided but for such combination, operation or use or
- (ii) the modification of the Products by SoundChilds or End-Users.
SoundChilds reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
19. FORCE MAJEURE #THIS NEEDS CHECKING#
Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
20. TERM AND TERMINATION OF THIS AGREEMENT
This Agreement shall have an initial term based on the User Quota(s) selected and established from the Effective Date (the "Initial Term"), and shall thereafter automatically renew for successive 1 year periods (each a "Renewal Term"), unless the User Quota(s) is/are earlier updated/terminated in accordance with the terms of Effective Agreement or unless otherwise specially announced in accordance to the quotas. Either party may cancel this Agreement effective on the last day of the Initial Term, or any Renewal Term, by serving a electronically mailed notice, unless an automated termination script is available, of such termination on the other party at least 30 days prior to the effective date thereof.
If any part of these Terms or any future changes to these Terms are not acceptable to you, you may cancel this distribution service by contacting us through our support form.
SOUNDCHILDS RESERVES THE RIGHT TO TERMINATE THE SERVICE AT ANY TIME WITHOUT NOTICE.
Any pending provisions or royalties are audited and paid up until the date of cancellation. Any fees regarding paid time based quotas are audited and returned by withdrawing the relative amount equalling the covered period.
A fee of 5 % or a minimum of EUR 40 but not higher than EUR 90 is charged by SoundChilds as a cancellation processing fee. All related payments are paid by the payments schedule described in clause 8.3-8.5 of this Agreement. This clause does not apply in cases of controversies or disputes. In controversial cases -if a court so orders- all related due payments are deposited in an escrow account until the settlement of the controversy.
21.DISPUTE RESOLUTION
The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute.
In the event any dispute or controversy arising out of or relating to this Agreement, the partiprimarily agree to resolve the dispute as soon as possible by exercising their best efforts
If not settled among involved parties any controversy or claim arising out of or relating to these Terms or our sites will be settled by binding arbitration in accordance with the Commercial Arbitration Rules of The ICC International Court Of Arbitration. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Unless otherwise expressly agreed among parties the arbitration shall be conducted in Helsinki, Finland and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Location necessary to protect the rights or property of you or SoundChilds (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
Mediation. In the event that the parties can not by exercise of their best efforts resolve the dispute, they shall submit the dispute to Mediation. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within 90 days after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreeable location and describe the dispute and their respective proposals for resolution to responsible executives of the disputing parties, who shall act in good faith to resolve the dispute. If the dispute is not resolved within [time period] after such meeting, the dispute shall be submitted to binding arbitration in accordance with the Arbitration provision of this Agreement.
Arbitration. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of The ICC International Court Of Arbitration. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.
All documents, materials, and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than 90 after the notice of arbitration is served.
The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
These Terms shall be construed in accordance with the laws of Finland, European Union, and the parties irrevocably consent to bring any action to enforce these Terms in the federal or state courts located in Helsinki, Finland. These Terms constitute the entire agreement between you and SoundChilds.net with respect to the Service, and supersedes all previous written or oral agreements. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such states, our liability and that of our third party content providers and their respective agents shall be limited to the greatest extent permitted by law.
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