USER TERMS OF SERVICE

PLEASE READ CAREFULLY

These User Terms of Service (“Terms”) create a legal agreement between you(“User”) 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 acknowledgeand agree that you (a) have the right, authority, and capacity to enter intothis agreement and (b) have read, understand, and agree to be bound bythese Terms. Songdap may, from time to time, modify these Terms. Pleasecheck 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 access the Services, you must register for an 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, andcurrent 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 user name and password. Songdap will not be liable for any loss,damages, liability, expenses or attorneys’ fees that either you or Songdapmay incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization.

THE SERVICES

Through the Services, you may purchase a custom song (lyrics, music and/orvideo performance of same – collectively referred to as the “Song”) from an artist of your choosing (“Songdap Artist”). In order to initiate the creation ofa Song, you will be required to submit responses to a Songdap Song requestform providing specific information that the Songdap Artist may use asinspiration for the Song. In addition, you will be required to provide validcredit card information for payment for the Song.

Upon receipt of a completed Songdap Song request form, the Songdap Artist will have forty-eight (48) hours to accept or reject your request for a Song. If a Songdap Artist rejects your request for a Song, you will be notified by emailand your credit card will not be charged. If a Songdap Artist accepts yourrequest for a Song, you will be notified by email and your credit card will becharged the full amount.

Upon acceptance of your request for a Song, a Songdap Artist will have two weeks to complete and have Songdap deliver the Song to you unless you arenotified by Songdap otherwise. All credit card charges are final and non-refundable.

OWNERSHIP AND USE OF THE SONG

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU DO NOT HAVE ANYOWNERSHIP INTEREST IN AND TO ANY OF THE INTELLECTUAL PROPERTYRIGHTS IN THE SONG OR ANY OF ITS COMPONENTS, WHICH REMAIN THESOLE AND EXCLUSIVE PROPERTY OF THE SONGDAP ARTIST. Upon receipt offull payment for your Song, the Songdap Artist grants you a non-exclusive,limited worldwide license to use the Song for your own personal, non-commercial and non-promotional purposes. You acknowledge and agree thatthis limited license does not provide you with any rights to monetize theSong in any way whatsoever. Pursuant to the limited license granted to youby the Songdap Artist, the following are examples of what you may do withthe Song:
- Share the Song with friends and family via email
- Post the Song to your social media accounts
- Play the Song publicly or privately

The Song is licensed to you and not sold. The Songdap Artist reserves the right to use the Song in any way for their own commercial, promotional orother 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 you.ACCORDINGLY, DON’T ASK THE SONGDAP ARTIST TO WRITE A SONG ABOUTSOMETHING THAT YOU WOULDN’T WANT THE WORLD TO KNOW ABOUT OR ANYTHING ABOUT SOMEONE ELSE THAT WOULD VIOLATE PRIVACY LAWS.

You expressly acknowledge and agree that the creation of the Song by the Songdap Artist has NOT been created based upon a work-for-hire agreement,a term that is defined and recognized by applicable intellectual property law.You may not re-sell or sub-license your rights to the Song. If you breach any ofthe provisions of these terms of service, your limited license to the Song maybe terminated.

Songdap reserves the right to use your Song in its promotional materials,including on its social media channels and website.

SONGDAP’S INTELLECTUAL PROPERTY

Songdap owns or licenses all right, title and interest in and to (a) the Services, including all software, text, media and other content available onthe Songdap site with the exclusion of the Songs created by Songdap Artists,which remain the sole and exclusive property of each Songdap Artist (“Songdap Content”); and (b) our trademarks, logo and brand elements(“Songdap Marks”). The Services, Songdap Content and Songdap Marks areall protected under applicable U.S. and international laws. Songdap Contentis provided to you AS IS for your information and personal use only and maynot be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoeverwith 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 notlimited to, intellectual property, privacy, publicity or other legal rights
Post, share, or send a song request 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 acontractual or fiduciary relationship (such as inside information, orproprietary and confidential information learned or disclosed as part ofemployment relationships or under nondisclosure agreements);
promote software or services that deliver unsolicited e-mails;
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 technologicalmeans whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
stalk, harass, or harm another individual;
mpersonate any person or entity or perform any other similarfraudulent activity, such as phishing;
use any means to scrape or crawl any web pages associated with the Services;
attempt to circumvent any technological measure implemented by usor any of our providers or any other third party (including another user)to protect the Services;
attempt to decipher, decompile, disassemble, or reverse engineer anyof 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, listen to your Song, read your Song request form, and othermeasures to ensure your compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agencyor other governmental body. If you fail to comply with these Terms and the aforementioned Acceptable Use of Services, your user account may besuspended and/or terminated, and you may be permanently barred from Songdap.

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 nothave 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.

USER SUBMITTED CONTENT

The Services allow a User to submit information, text, images, and othermaterials (“User Content”). By providing User Content, User represents andwarrants it has the right to provide such User Content and that such UserContent does not infringe, misappropriate, violate or contravene any laws,regulations, or rights of third parties (including, without limitation, any rightsin intellectual property). User agrees to indemnify, release, and holdSongdap and the Songdap Artist harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any UserContent posted to the Services.

User owns all User Content submitted or uploaded to the Services. Songdap and the Songdap Artists maintain a limited, non-exclusive and non-transferable license to access, use, copy, reproduce, process, adapt, publish,transmit and display User Content for the purpose of providing the Services and in creation of the Song.

Songdap may incorporate into the Services any suggestions or feedback received from Users without any obligation to User and any such modifications to the Services shall be the sole and exclusive property of Songdap. Songdap may also share and publish aggregated, anonymized data about the use of our Services by our Users.

PRIVACY

Songdap’s Privacy Policy, as amended from time to time, is herebyincorporated into these Terms by reference. Users may be requested tosubmit personal data in connection with their use of the Services. The waysin which Songdap collects, uses and stores the personal data of Users, 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. Songdap shall not be liable to User or any third party for any modification,suspension or discontinuance of the Services. User can cancel its account at any time. Songdap reserves the right to not provide the Services to any User.Songdap also reserves the right to terminate any User’s right to access the Services at any time, in our discretion.

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 orimplied, 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. User acknowledges and agrees that its use of the Services shall be at User’s sole risk and that User 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 User or any other person or entity for any indirect, incidental,special, consequential, or punitive damages arising out of or in connectionwith the Services, whether or not Songdap has been advised of thepossibility of such damages and regardless of the legal or equitable theoryupon 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 User’s use of the Services will at all times be limited to the amount User paid to Songdap for the Services during the twelve (12) months preceding such cause of action.

User acknowledges and agrees that Songdap does not and cannot read or otherwise monitor the content of every Song request form and Song created.

therefrom. User specifically acknowledges that Songdap shall not be liable for User Content or for any defamatory, offensive, or illegal conduct of User or any third party and that the risk of harm or damage from the foregoingrests entirely with User.

INDEMNIFICATION

User agrees to indemnify, defend and hold Songdap and its affiliates, directors, officers, agents, employees, representatives and other partnersharmless from any loss, liability, claim, demand or cause of action of anykind including, but not limited to, reasonable attorney’s fees, asserted by anythird party in connection with or arising from User’s use of the Services, submission of User Content, violation of these Terms or any applicable law, orany breach of User’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. User acknowledges and agrees that any dispute arising out of this agreementand/or User’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. Not withstanding any othe provisions herein, no party will be deemed as a third-party beneficiary to these Terms. If any provision of these Terms is found to be invalid orunenforceable, such provision will be changed and interpreted to accomplishthe objectives to the greatest extent possible under any applicable law andthe remaining provisions will continue in full force and effect. The failure ofSongdap to exercise or enforce any right or provision of these Terms shall notoperate as a waiver of such right or provision. The parties are and shall beindependent contractors with respect to all services provided under these Terms. Under no circumstances shall Songdap be held liable for any delay or failure in performance resulting directly or indirectly from any event beyondits reasonable control. Songdap may assign its rights and obligations underthese Terms, including in connection with a merger, acquisition, sale ofassets 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 8/10/2019