TABLE OF CONTENTS
4.1 Initial Offers
4.2 Engagement
4.3 Offer Modifications
5.1 Promoters Distribute Links
5.2 Promoters Not Liable to Warrant
5.3 Engagement Problem Announcements
6.1 Based on Purchases
6.2 Based on Links and Codes
6.3 SoundChilds Processes All Sales
6.4 SoundChilds or Artist-Sellers Decide on Pricing
6.5 Commissions Based on Recorded Sales
6.6 Payments Upon Request
7.1 Names and Logos
7.2 Use During Promotional Activities
7.3 Accepted Material
7.4 Right to Review Content
7.5 Content Use After Expiration
7.6 SoundChilds Co-Branding
8.1 Lifetime Partners and Fixed Period Promoters
8.2 Free Entry Level Quotas
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 Independent Provisions
8.8 Audit Rights
8.8 Payment of Any Difference Revealed by Auditing
8.10 Reporting Failure
9.1 Promoters Right to Distribute Confidential Information
9.2 Use of Member, Customer and Visitor Inormation
9.3 Promoter Personal Information
10.1 Only Opt-In Communications
11.1 Operations Termination
11.2 Agreement Termination
11.3 Non-Valid Termination Refunds
11.4 Date of Termination
15.1 General
15.2 Mediation
15.3 Arbitration
15.4 Governing Law
16.1 Independent Contractor
16.2 Employee Related Payments
16.3 Non-Joint Venture
16.4 Multiple Participants
16.5 Modification of These Terms And Conditions
16.6 Official Correspondence
TERMS AND CONDITIONS
1.  
If you are a registered member at SoundChilds, you only need to read and agree to this Agreement and to register one of the Promotion Program Quotas. If you are not a registered member of SoundChilds, you must read and agree to SoundChilds Legal Documents and then complete a registration form to join SoundChilds. We will evaluate your registration form regarding SoundChilds Promotion Program (“Program”). We may reject your application after initial approval if we determine (in our sole discretion) that your related content is unsuitable for the Program.
Unsuitable content include, but is not limited to sources that:
- Infringe trademark rights of yours or any third party or otherwise violate the rights of any third party
- Contain hardcore sexually explicit materials (adult content is allowed at restricted areas)
- Contain hate/violent/offensive content
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promote illegal activities or otherwise violate any applicable laws, including those targeting “spyware,” “adware” or SPAM
- Violate any intellectual property rights, including, without limitation, scraping text or images from SoundChilds’s Websites
- Do not clearly state an online privacy policy to its visitors
- Otherwise are considered offensive or inappropriate at SoundChilds’s sole discretion
This agreement governs participation in the SoundChilds Promotion Program only.
Once you have joined the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. You should also note that if you joined the Program and your Site is thereafter determined (in our sole discretion) to be unsuitable based on the criteria above for the Program, we may terminate this Agreement.
2.
This Master Agreement (”Agreement”) is made between SoundChilds c/o Mika Kotikoski (later ”SoundChilds”) and you (later ”Promoter”).
3.
Promoter and SoundChilds each desire to establish the terms and conditions which shall govern advertising and commission arrangements between Promoter and SoundChilds which result from Promoters participation in the SoundChilds Promotion Program.
4. PROMOTIONAL OFFERS AND ENGAGEMENTS
4.1 Initial Offers
From time to time, SoundChilds and Soundchilds Sellers may post on The Internet offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification code from SoundChilds Promotion Program they shall be deemed to be an “Offer” for purposes of this Agreement. The term “Offer” shall also include any counter-offers resulting from an Offer.
4.2 Engagement
If an Offer made by one party is accepted by the other party in accordance with the Offer’s terms via The SoundChilds Promotion Program, an “Engagement” will have been formed. Each Engagement shall have the same identification code as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.
4.3 Offer Modifications
At any time prior to and during Promoter provides a qualifying promotional link, SoundChilds may with or without notice
- (a) change, suspend or discontinue any aspect of an Offer or an Engagement or
- (b) remove, alter, or modify any graphic or banner ad submitted by SoundChilds for an Offer or an Engagement.
Promoter agrees to promptly implement any request from SoundChilds to remove, alter or modify any graphic or banner ad submitted by SoundChilds that is being used by Promoter as part of an Engagement.
5. PROMOTER'S RESPONSIBILITIES
Promoter will link its site or other source to areas within SoundChilds’s Portal (“SoundChilds Portal”) using special URLs specified in the Engagement (later the “Required URLs”). Promoter may post as many links to the Required URLs and the rest of SoundChilds as it likes on Promoter’s site. The position, prominence and nature of links on the Promoter’s site shall comply with any requirements specified in the Engagement and this Agreement, but otherwise will be in the discretion of Promoter.
Promoter is not liable to and agrees not to make any representations, warranties or other statements concerning SoundChilds, SoundChilds’s site, any of SoundChilds’s products or services, or SoundChilds’s site policies, except as expressly authorized by the Engagement.
Promoter is responsible for notifying SoundChilds of any malfunctioning of the Required URLs or other problems with Promoter’s participation in the Engagement. SoundChilds will respond within reasonable time to all concerns upon written notification by Promoter.
6. PROMOTER'S COMMISSIONS
SoundChilds agrees to pay Promoter the commission specified in the Engagement if SoundChilds sells to a visitor (later “Customer”) to SoundChilds Online Store or any of it´s Artist-Seller sub-stores a product or service that is the subject of the Engagement and if that Customer has accessed SoundChilds Online Store or its Sub-stores and purchased the product or service by using a qualifying referral link or by presenting a valid Promoter referral code prior to a purchase.
A “Qualifying Link” is a link from Promoter’s site to SoundChilds using one of the Required URLs or any other URL provided by SoundChilds for use in The SoundChilds Promotion Program if it is the last link to SoundChilds that the Customer uses during a Session where a sale of a product or a service to Customer occurs.
A “Promoter Identification Code” is an unique identification code given to and distributed by each registered Promoter. A Customer may use the code during a Session where a sale of a product or a service occurs. The “Promoter Identification Code” is asked for if the visitor has entered the site by using any link that is not a “Qualifying Link” or if there is no active cookie on the visitors computer telling about an existing connection to a Promoter.
Either a “Qualifying Link” or a “Promoter Identification Code” is always used with a purchase.
SoundChilds shall have the sole right and responsibility for processing all purchases made by Customers. Promoter acknowledges that all agreements relating to sales to Customers shall be between SoundChilds and the Customer or the Artist-Seller and the Customer.
All determinations of used Qualifying Links and Promoter Identification Codes and whether a commission is payable will be made by SoundChilds.
Prices for the membership quota products will be set solely by SoundChilds. Prices for the products sold by Artist-Seller members will be set solely by Artist-Sellers in their discretion.
Commissions are paid according to recorded sales connected to the Promoter by Qualifying Links or Promoter Identification Codes. The amount of commissions is based on % provisions counted from “Transacted Value” (purchase price of the Member Account Quota products, the purchase price of the Banners advertising space or shopping cart value based at SoundChilds Online Store listing prices; before adding the the transaction fee and sales or value added taxes). The amount of commissions are based on set percentages in a multi-tier network structure.
Promoters must request payment of 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.
- 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 payment request.
Other payment gateways and methods: Any related payments are paid primarily via available online payment gateways. If the Promoter 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.
7. OWNERSHIP AND LICENSES
Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
SoundChilds grants Promoter a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology provided by SoundChilds and posted on the Promotion Program interface solely for the purpose of creating links from Promoter’s site to SoundChilds during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Promoter may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Any good will resulting from Promoter’s use of SoundChilds’s name, logos, trademarks, service marks and trade dress will inure solely to the benefit of SoundChilds and will not create any right, title or interest for Promoter. Promoter may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.
Promoter may use only the logos, trademarks, service marks, trade dress, banners, text links, coupon codes, etc. (“Creative”) that is provided by SoundChilds and is posted in the Promotion Program interface. Promoter shall not use the Creative in connection with any activity that disparages SoundChilds, or its products or services, or that damages the reputation for quality inherent in the same. The use of Creative that is posted on other sites, found in other emails or other sources, manipulated in any way or derived from any means besides the Promotion Program interface is not permitted unless specially otherwise agreed. If Promoter does not fully comply with this provision SoundChilds may withhold commissions, immediately terminate this Agreement and/or permanently remove Promoter from the program.
Promoter’s use of SoundChilds’s name, logos, trademarks, service marks, and trade dress pursuant to this section and section 7.2 must be in a manner that is clearly less prominent than that of Promoter’s name, logos, trademarks, service marks, trade dress, products and/or site name. Promoter is prohibited from creating an impression that there is an association or affiliation between SoundChilds and Promoter beyond the arrangement outlined in this Agreement.
Promoter shall always maintain the quality of its services at a level satisfactory to SoundChilds. SoundChilds shall at times have the right to review Promoter’s activities related to this Agreement.
Promoter shall immediately cease using SoundChilds’s name, logos, trademarks, service marks, trade dress, proprietary technology and any creatives upon the termination or expiration of this Agreement.
Promoter grants SoundChilds a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Promoter solely for co-branding purposes or as a return link from SoundChilds’s site to Promoter’s site. SoundChilds will remove such graphic or banner ad upon Promoter’s request.
8. MEMBERSHIP PERIODS AND QUOTAS
Membership of the Promotion Program is divided in
- so called Partner Quotas lasting a lifetime, only available by a limited amount and
- further in an unlimited amount of variable set of fixed time membership periods set by SoundChilds.
- Both above kinds of membership quota products are defined in Membership Account Quotas for The Promotion Program.
When a membership quota period ends, entering the Promotion Program interface is prohibited of the member and the quota status is changed to pending for clearing regarding final settlements. It is not possible to add time duration to any active membership quota period. Any active membership period (including ended, but not yet cleared for final accounts settlements) in the SoundChilds Promotion Program prohibits a Promoter of cumulatively entering additional time into the Promotion Program Quota. Once any and all pending issues regarding previous periods in the Promotion Program have been settled and cleared, a registered SoundChilds member may activate the Promotion Program again.
Membership quotas are divided into a free entry level quota and a set of quotas with an membership fee. The fee is paid once in advance for the whole membership period defined for the selected quota.
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 payments to Promotion Program Members are covered by SoundChilds.
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
- (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 8.8 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 8.9, 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. CONFIDENTIALITY
Except as otherwise provided in this Agreement or with our prior written consent, Promoter agrees that all information including, without limitation, the terms of this Agreement, SoundChilds’s business and financial information, its customer lists, and its pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by Promoter for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than Promoter. Notwithstanding the foregoing, Promoter may deliver a copy of any such information
- (a) pursuant to a subpoena issued by any court or administrative agency,
- (b) to its accountants, attorneys, or other agents on a confidential basis, and
- (c) otherwise as required by applicable law, rule, regulation or legal process.
SoundChilds shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting SoundChilds’s sites (”Customer Data”) which is collected by SoundChilds, including without limitation, customers who access SoundChilds’s sites through Qualifying Links or by using Promoter Identification Codes. Customers and Promoters shall have no right to use any such Customer Data for other purposes than for the SoundChilds Promotion Program as set in this Agreement.
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.
10. RECIPIENT PRIVACY
Promoter agrees not to send any printed media, email or other form of electronic message or advertisement containing SoundChilds’s name, product or service, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from Promoter or Promoter has a pre-existing business relationship with the recipient. In addition, Promoter agrees to provide a recipient of such communication with the ability to “opt out” of further communications from Promoter either by calling a toll free number or by sending an “unsubscribe” email to Promoter.
11. TERMINATION
Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through The SoundChilds Membership Controls. Termination of an Engagement shall not terminate this Agreement or any other Engagement.
Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day’s prior written notice of such termination to the other party. In addition, SoundChilds shall be entitled to terminate this Agreement immediately if Promoter materially breaches or violates any terms or conditions of this Agreement, or if SoundChilds determines, in its sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect compliance with this Agreement, or the orders/referrals were obtained fraudulently or through misrepresentation, in which case SoundChilds reserves the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions, which by their terms are intended to survive termination, shall survive termination of this Agreement.
If the Promoter terminates the Promotion Program Quota without a valid reason, the consecuenses include but are not limited to that payments regarding Member Account Quota Products are not refundable.
This Agreement shall commence as of the date last executed and shall terminate as per the terms of sections 8 and 11.2 above.
12. REPRESENTATIONS
Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Promoter represents that:
- (a) the contents of its website or other such content used in the context of the protions, do not
- (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;
- (ii) violate any applicable law, statute, ordinance or regulation;
- (iii) contain defamatory or libelous material;
- (iv) contain lewd, pornographic or obscene material;
- (v) violate any laws regarding unfair competition, antidiscrimination or false advertising;
- (vi) promote violence or contain hate speech; or
- (vii) contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and
- (b) that Promoter has and complies with a privacy policy consistent with international, federal and state laws and regulations, which is prominently displayed on its website.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. INDEMNIFICATION
Promoter agrees to indemnify, defend and hold harmless SoundChilds and its Promoters, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
14. LIMITATION OF LIABILITY
Except for Section 13 (“Indemnification”), in no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
15. 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 parties primarily 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.
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.
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.
16. OTHER GENERAL TERMS
SoundChilds is an independent contractor and is not the legal representative or agent of The Promoter for any purpose as The Promoter 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.
This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.
SoundChilds may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the SoundChilds Site and giving you notice of the modification through the SoundChilds Promotion Program or through a subsequent written agreement between the parties. IF ANY MODIFICATION IS UNACCEPTABLE TO PROMOTER, ITS ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. PROMOTER’S CONTINUED COMPLIANCE WITH THIS AGREEMENT FOLLOWING SOUNDCHILDS’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON ITS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
If you need to send official correspondence, send it as registered mail to SoundChilds c/o Mika Kotikoski, Merisotilaankatu 3 d 45, FIN-00160 HELSINKI.
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