SONGDAP ARTIST TERMS OF SERVICE
PLEASE READ CAREFULLY

These Songdap Artist Terms of Service ("Terms") create a legal agreement between you (“Artist”) and Songdap, Inc. (“Songdap”). These Terms govern your use of the website, services and mobile applications (collectively, the “Services”) provided by Songdap. By accessing or using the Services, you acknowledge and agree that you (a) have the right, authority, and capacity to enter into this agreement and (b) have read, understand, and agree to be bound by these Terms. Songdap may, from time to time, modify these Terms.Please check this page periodically for updates. Your continued use of the Services after any such update to these Terms constitutes your binding acceptance of such changes.

ACCOUNT REGISTRATION

To become a Songdap Artist, you must register for an artist account by providing your name and valid email address, creating a password, and submitting other requested information. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your account name and password. Songdap will not be liable for any loss, damages, liability, expenses or attorneys’ fees that either you or Songdap may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization.

THE SERVICES AND THE SONG

Through the Services, you may sell a custom song (lyrics, music and/or video performance of same – collectively referred to as the “Song”) to a Songdap user. In order to initiate the creation of a Song, a Songdap user will submit responses to a Songdap Song request form providing you with specific information that you may use as inspiration for the Song. Upon receipt of a completed Songdap Song request form from a user, you will have forty-eight (48) hours to accept or reject the request for a Song. If you accept the Song request, you agree to complete and deliver the Song to Songdap within two weeks. You are free to reject any user song request at your discretion and for any reason. You will have sole discretion over the melody, lyrics and rhythm of eachSong. However, each Song must:

1. Be at least two minutes in length.

2. Contain lyrics/vocals.

3. Be related to the information set forth in the user’s Song request form.

4. If a performance video is requested by user, the performance video must include yourself and any other musicians performing the Song.

5. Be an original composition by you (not a cover song and not using someone else’s melody).

6. Not be an infringement of any third party’s intellectual property-rights.

Songdap reserves the right to review each Song you create in response to a user Song request form to ensure compliance with the above requirements and may reject any Song, in its sole discretion and for any reason.

OWNERSHIP AND USE OF THE SONG

SONGDAP ACKNOWLEDGES AND AGREES THAT NEITHER IT NOR ANY OF ITS USERS HAVE ANY OWNERSHIP INTEREST IN AND TO ANY OF THE INTELLECTUAL PROPERTY RIGHTS IN THE SONG OR ANY OF ITS COMPONENTS, WHICH REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF THE SONGDAP ARTIST. However, upon receipt of full payment for your Song, you grant the Songdap user a non-exclusive, royalty-free, worldwide, license to use the Song for their own personal, non-commercial and non-promotional-purposes.

In addition, you grant Songdap a non-exclusive, royalty-free, worldwide, sub-licensable, perpetual, and irrevocable license in any and all manner and media (including on Songdap.com, social media channels and third-party websites and platforms) to use your Song(s) to advertise, market, and promote Songdap.

You retain the right to use your Song(s) in any way for your own commercial, promotional or other uses, including, but not limited to, public performance, recording it on an album, posting to social media, making public through internet streaming services, all without the need for any approval or authorization from Songdap or its users.

PAYMENT OF FEES

Subject to these Terms, Songdap will pay to you eighty five percent (85%) of the revenue received by Songdap for each Song sold by you through the services. You will set your own price for each Song.

You must register with stripe.com and provide the required bank account information in order to receive payment from Songdap. Stripe.com is not operated by or associated with Songdap and your use of stripe.com is subject to their terms. We reserve the right to change payment providers at any time and to require you to sign up with that new payment provider. We are not responsible for any delays or failures to receive payment caused by a third-party payment provider or by your failure to timely or properly set up an account with the payment provider or to otherwise provide requested information for payment.

SONGDAP’S INTELLECTUAL PROPERTY

Songdap owns or licenses all right, title and interest in and to (a) theServices, including all software, text, media and other content available on the Songdap site with the exclusion of the Songs created by Songdap Artists, which remain the sole and exclusive property of the Songdap Artist(“Songdap Content”); and (b) our trademarks, logo and brand elements(“Songdap Marks”). The Services, Songdap Content and Songdap Marks are all protected under applicable U.S. and international laws. Songdap Content is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever with the prior consent of Songdap or as expressly provided in these Terms. Songdap reserves all rights not expressly granted in and to the Songdap Content.

ACCEPTABLE USE OF THE SERVICES

You are responsible for your use of the Services and for any use of the Services made using your account. In using the Services, you may not:
Violate any law, statute, ordinance or regulation;
Violate, infringe, or misappropriate other people’s patent, copyright, trademark, trade secret or other property right, including but not limited to, intellectual property, privacy, publicity or other legal rights;
Post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, libelous, defamatory, sexually explicit, unlawful, plagiarized, harmful to minors, or otherwise objectionable;
Breach a duty of confidentiality by which you are bound due to a contractual or fiduciary relationship (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
Promote software or services that deliver unsolicited e-mail;
Provide false or deceptive information;
Engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from Songdap;
Transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use-of computers or related systems;
Stalk, harass, or harm another individual;
Impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
Use any means to scrape or crawl any web pages associated with theServices;
Attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including anotherArtist or user) to protect the Services;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Services;or
Advocate, encourage, or assist any third party in doing any of the foregoing

You acknowledge that Songdap has the right to monitor your activity on its website to ensure your compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

THIRD PARTY CONTENT AND LINKS

The Songdap website may contain information from, and links to, third party websites that are not owned or controlled by Songdap. Songdap does not have any control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. By using theServices, you specifically release Songdap from any and all liability from your use of any third-party website.

ARTIST CONTENT

The Services allow an Artist to submit information, text, images, and other materials related and in addition to the Song (“Artist Content”). Subject to these Terms, Artist owns all Artist Content submitted or upload to theServices. By providing Artist Content, Artist represents and warrants it has the right to provide such Artist Content and that such Artist Content does not infringe, misappropriate, violate or contravene any laws, regulations, or rights of third parties (including, without limitation, any rights in intellectual property). Artist agrees to indemnify, release, and hold Songdap harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Artist Content posted to the Services

PRIVACY

Songdap’s Privacy Policy, as amended from time to time, is hereby incorporated into these Terms by reference. Artists may be requested to submit personal data in connection with their use of the Services. The ways in which Songdap collects, uses and stores the personal data of Artists, and their rights to request access to, correction and erasure of their personal data, are regulated by the Privacy Policy.

MODIFICATION AND TERMINATION

Songdap reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. Artist agrees that Songdap shall not be liable to it or any third party for any modification, suspension or discontinuance of the Services. This agreement is effective unless and until terminated by Artist or Songdap. If Songdap terminates Artist’s right to access the Services, this agreement will terminate, and all rights Artist has to access the Services will immediately terminate. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of this agreement shall survive.

DISCLAIMER

To the fullest extent permitted under applicable law, the Services are provided by Songdap on an “As Is” and “As Available” basis without warranties, representations, or guarantees of any kind, either expressed or implied, including, but not limited to, any warranty of quality, merchantability, fitness for a particular purpose, accuracy or non-infringement, all of which are expressly disclaimed by Songdap. Artist acknowledges and agrees that its use of the Services shall be at Artist’s sole risk and that Artist will be solely responsible for any damage arising from doing so.

LIMITATION OF LIABILITY

To the fullest extent permitted under applicable law, in no event shall Songdap or its directors, officers, employees, agents or other representatives be liable to Artist or any other person or entity for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the Services, whether or not Songdap has been advised of the possibility of such damages and regardless of the legal or equitable theory upon which the claim is based. If the foregoing limitation of liability is found to be unenforceable, Songdap’s liability for any claim or cause of action arising from Artist’s use of the Services will at all times be limited to the amount of fees actually received by Songdap from you during the six (6)months preceding such cause of action.

INDEMNIFICATION

Artist agrees to indemnify, defend and hold Songdap and its affiliates, directors, officers, agents, employees, representatives and other partners harmless from any loss, liability, claim, demand or cause of action of any kind including, but not limited to, reasonable attorney’s fees, asserted by any third party in connection with or arising from Artist’s use of the Services, submission of Artist Content, violation of these Terms or any applicable law or any breach of Artist’s representations and warranties set forth herein.

CONTROLLING LAW/JURISDICTION

These Terms shall be construed in accordance with and governed by the laws of Louisiana notwithstanding its conflicts of law provisions. Artist acknowledges and agrees that any dispute arising out of this agreement and/or Artist’s use of the Services shall be initiated and brought in the state or federal courts of Orleans Parish, Louisiana.

GENERAL

These Terms and Songdap’s Privacy Policy contain the entire agreement between you and Songdap regarding the use of the Services and supersedes and replaces all prior or contemporaneous understandings, representations, communications, or agreements, written or oral. Notwithstanding any other provisions herein, no party will be deemed as a third-party beneficiary to or unenforceable these Terms. If any provision of these Terms is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. The failure of Songdap to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The parties are and shall be independent contractors with respect to all services provided under theseTerms. Under no circumstances shall Songdap be held liable for any delay or failure in performance resulting directly or indirectly from any event beyond its reasonable control. Songdap may assign its rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity or by operation of law. The section titles in these Terms are for convenience only and have no legal or contractual effect.

Effective as of September 22, 2019.