|PLEASE READ THIS AGREEMENT CAREFULLY. IT CONSTITUTES A BINDING LEGAL AGREEMENT AND EXPLAINS THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOU TO ACCESS SITE AND USE THE SERVICE. PLEASE BE AWARE THAT THESE TERMS REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.|
Last Updated on March 29, 2022
Affordable Song Licensing LLC (“ASL,” “we,” “us” or “our”) is a company that provides services to obtain mechanical licenses for musical works (“Composition(s)”). The services offered by ASL include the licensing services listed on the website located at www.affordablesonglicensing.com (the “Site”) and any services, features, content, and applications offered from time to time by ASL in connection with the Site, and any other future website(s) and/or digital applications controlled or operated by ASL or its affiliates, whether accessible via personal computer, mobile device or otherwise (each, a “Service,” and collectively, the “Services”).
1. ACCEPTANCE OF TERMS and ADDITIONAL TERMS
If you do not accept this Agreement, you must leave the Site and discontinue use of the Services immediately.
*Note “User” refers both to Visitors or Customers. A Visitor means that you simply browse the Site. “Customer” means that you have created a ASL “Customer Account” and entered into a Customer Agreement with ASL. All Customers using ASL’s Services shall also sign a “Customer Agreement” defining the specific terms of the Services provided by ASL to Customer.
We may modify this Agreement from time to time for any reason by posting such modification(s) on the Site, and such modifications shall be effective immediately upon such posting. Posting of such new terms is our notice to you. Our right to modify this Agreement includes the right to add, remove or amend the terms hereof. By accessing the Site or using the Services after any such modification, you agree to be bound by all such modifications from the time of your access or use. You should periodically visit this page to determine the current Agreement to which you are bound.
When this Agreement is modified, we will also modify the "Last Modified on" date set forth at the beginning of this Agreement.
3. TERM AND TERMINATION
This Agreement shall remain in full force and effect while you access the Site, use the Services, or maintain a Customer Account. ASL reserves the right (in its sole discretion, at any time, for any or no reason, with or without prior notice, and without liability) to change, modify, suspend, discontinue, or terminate the Site and/or any or all of the Services, and to restrict, suspend, or terminate your access to or use of all or any part of the Site and/or the Services and/or to take technical and/or legal steps to prevent you from accessing the Site or the Services. ASL will terminate a User’s access to and use of the Site and the Services if, under appropriate circumstances and without limitation, the User is determined by ASL to act in violation of this Agreement or infringe the rights of ASL in any or violate any applicable laws, rules, regulations or orders. Anything to the contrary herein notwithstanding, after a User’s access to the Site, use of the Services, or Customer Account are terminated, this Agreement will remain in effect and be fully applicable to such User’s access to the Site, use of the Services, or Customer Account prior to such termination.
4. NO PROFESSIONAL ADVICE
5. YOUR AGE ELIGIBILITY TO USE SITE AND SERVICES; CHILDREN
By using the Site and Services, you represent, warrant and covenant to ASL that you are 13 years of age or older (if you are located in the U.S.A.) or 16 years of age or older (if you are located outside of the U.S.A). If you are a User between the ages of 13 and 18 (or the age of majority in your jurisdiction), please review this Agreement with your parent or guardian. Your parent or guardian must agree to this Agreement on your behalf.
6. OUR OWNERSHIP RIGHTS
(a) As between you and ASL, ASL owns all right, title, and interest in all copyright and other intellectual property and proprietary rights in the ASL Content, ASL Trademarks, the Site, and the Services including but not limited to text, files, photos, pictures, graphics, images, illustrations, videos, other audio and sounds, icons, links, software, data, and other content, files, materials and works of authorship of ASL (collectively, and together with the selection and arrangement thereof, “ASL Content”). The Site and the Services also contain trademarks, service marks, trade names, trade dress, brands, and logos (“Trademarks”) of ASL (the “ASL Trademarks”). ASL Content and ASL Trademarks are protected by copyright, trademark, patent, trade secret, privacy, publicity, and other laws.
(b) ASL hereby grants you a limited, revocable, non-sublicensable, non-transferable license to reproduce and display the ASL Content (excluding any software code) solely in connection with viewing the Site as provided in this Agreement, provided that you shall not use, copy, modify, translate, create derivative works based upon, publish, broadcast, transmit, distribute, publicly perform, make available to the public, reproduce, publicly display, republish, download or sell any ASL Content unless expressly authorized to do so pursuant to the terms and conditions of this Agreement or another agreement between you and ASL. All rights not expressly granted to you pursuant to this Agreement are expressly reserved by and to ASL.
(c) You shall not copy, imitate, or use any ASL Trademark, domain name or any other feature of the Site or the Services, in whole or in part, without the prior written permission of ASL. Nothing on or in the Site or the Services shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any ASL Trademark, domain name, or any other feature of the Site, including without limitation any other intellectual property or proprietary rights, other than as expressly set forth herein, or pursuant to the terms and conditions of another agreement between you and ASL, whether for non-commercial or commercial use.
7. PROHIBITED ACTIVITY.
(a) You are responsible for your conduct and representations in connection with your use of ASL’s Site and/or Services.
(b) You shall not use ASL’s Site and Services for any prohibited or illegal activity or activities. Such activity includes, but is not limited to, activity that, in the sole discretion of ASL:
(i) is criminal or tortious activity, including, without limitation, fraud, trafficking in child pornography or obscene material, drug dealing, gambling, harassment, stalking, “spimming”, “spamming”, sending of viruses or other harmful files, copyright infringement, trademark infringement, patent infringement, theft, or unauthorized disclosure of trade secrets;
(ii) is advertising to, or solicitation of, any User to buy or sell any products or services through the Site or the Services (other than as expressly authorized in this Agreement or in another agreement between you and ASL);
(iii) uses any information obtained from the Site or the Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent (other than as expressly authorized in this Agreement or in another agreement between you and ASL);
(iv) breaches or circumvents any laws, third party rights, or our systems or policies;
(v) circumvents or modifies, attempts to circumvent or modify, or encourages or assists any other person in circumventing or modifying any security technology or software that is part of the Site or the Services;
(vi) covers or obscures the advertisements or ownership or copyright information on any ASL page via HTML/CSS or any other means;
(vii) is an automated use of a system including the Site or the Services, such as using scripts to send comments or messages, or crawling the Site or the Services for data;
(viii) interferes with, disrupts, or creates an undue burden on the Site or the Services or the networks or services connected to the Site or the Services;
(ix) attempts to impersonate ASL, or another User or person;
(x) uses the Customer Account or password of another Customer at any time or discloses your password to any third party (other than an automated password management system) or permits any third party to access your Customer Account;
(xi) sells or otherwise transfers your Customer Account;
(xii) uses any information obtained from the Site or the Services in order to harass, abuse, or harm another person;
(xiii) except as expressly authorized by an agreement between you and ASL, displays an advertisement, accepts payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Site or the Services on behalf of that person, or otherwise uses the Site or the Services in connection with any commercial endeavors;
(xiv) “frames” or “mirrors” any portion of the Site or the Services on any other website or server;
(xv) harvests or otherwise collects information about Users without their consent; or
(xvi) is otherwise an illegal and/or an unauthorized use of the Site or the Services.
8. USER CONTENT AND NO MONITORING.
ASL assumes no obligation or responsibility for monitoring the Site or the Services for Users’ inappropriate content or conduct undertaken by Users. Under no circumstances shall ASL be responsible for the conduct of any Users of the Site or the Services, whether online or offline. Notwithstanding the foregoing, ASL reserves the right to investigate and take appropriate action including, without limitation, legal action, against anyone who, in ASL’s sole discretion, violates this Agreement, including without limitation Section 8. hereof. Such action may include, without limitation, (i) deleting, removing, or editing, without any notice to User, any User content, for any reason, (ii) terminating or suspending the User’s Customer Account, as applicable, and reporting any User to law enforcement authorities, and (iii) disclosing information regarding use of the Site or the Services, to any third party in order to operate the Site or the Services properly, to protect ourselves, our sponsors, and Users, and to comply with legal obligations or governmental requests.
9. REPRESENTATIONS AND WARRANTIES.
You hereby represent, warrant and covenant, at all times during which you access or use the Site or the Services, that:
(a) you intend to fully perform under this Agreement and any other agreements between you and ASL; and
(b) your access of the Site or use of the Services does not violate any applicable law, rules, regulations, or orders, or any agreement between you and any third party.
NEITHER THE SITE, NOR ANY OF THE SERVICES IS INTENDED FOR CHILDREN UNDER 13 YEARS OF AGE. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT ACCESS AND/OR USE THE SITE OR THE SERVICES.
10. THIRD PARTY WEBSITE AND ADVERTISEMENTS
(b) ASL takes no responsibility for third party advertisements which are posted on the Site or the Services, nor do we take any responsibility for the goods or services provided by such advertisers.
(a) YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, RULES, REGULATIONS AND ORDERS, ASL EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL AND WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE RELIABILITY OR PERFORMANCE OF THE SITE OR THE SERVICES OR THE RELIABILITY, ACCURACY OR COMPLETENESS OF ANY CONTENT. IN ADDITION, ASL DOES NOT REPRESENT, WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OR SERVICE ADVERTISED OR OFFERED ON OR THROUGH THE SITE OR THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURE IN ANY BANNER OR OTHER ADVERTISING.
AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM OR ON BEHALF OF ASL SHALL CREATE ANY WARRANTY ON BEHALF OF ASL IN THIS REGARD. YOU AGREE THAT YOU ARE MAKING USE OF THE SITE AND/OR THE SERVICES AT YOUR OWN RISK. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS, SOLELY TO THE EXTENT PROHIBITED BY THE APPLICABLE LAWS OF SUCH JURISDICTIONS.
(b) ALTHOUGH ASL WILL IN GOOD FAITH ENDEAVOR TO REMEDY ERRORS IN THE SITE OR THE SERVICES, ASL SPECIFICALLY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR THAT ALL ERRORS IN THE SITE OR THE SERVICES WILL BE CORRECTED. ASL SHALL HAVE NO LIABILITY ASSOCIATED WITH ANY INOPERABILITY, PERFORMANCE OF OR INABILITY OR DELAY IN YOUR ACCESS TO THE SITE OR THE SERVICES.
(c) ASL IS NOT RESPONSIBLE FOR ANY PROBLEMS, TECHNICAL MALFUNCTION, OR FAILURE OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR OTHERWISE, THE SITE OR THE SERVICES OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON'S COMPUTER OR OTHER HARDWARE RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SITE OR THE SERVICES.
12. LIMITATION ON LIABILITY
(YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ASL, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, LICENSORS, PROMOTIONAL PARTNERS, OPERATORS, SUPPLIERS AND SERVICE PROVIDERS (“RELATED PARTIES”), SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SITE, SERVICES, OR FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE RELATED PARTIES ARE LIABLE OR SHALL BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING DIRECTLY OR INDIRECTLY FROM:
(i) YOUR INABILITY TO USE THE SITE OR THE SERVICES,
(ii) GUIDANCE PROVIDED BY ASL,
(iii) INTERRUPTIONS TO THE SITE OR THE SERVICES,
(iv) VIRUSES OR MALICIOUS SOFTWARE CONTAINED ON OR TRANSMITTED THROUGH THE SITE OR THE SERVICES,
(v) BUGS OR ERRORS OF ANY KIND ON THE SITE OR IN THE SERVICES,
(vi) DAMAGE TO YOUR HARDWARE BY USE OF THE SITE OR THE SERVICES,
(vii) THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER USERS, OR
(viii) A SUSPENSION OR TERMINATION OF YOUR CUSTOMER ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OF WARRANTIES OR EXCLUSIONS OF DAMAGES AND, TO THE EXTENT PROHIBITED BY LAW, SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.
(c) REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF ASL IS FOUND TO BE LIABLE, THE AGGREGATE LIABILITY OF THE RELATED PARTIES FOR ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LOSSES, LIABILITY, DAMAGES (ACTUAL AND CONSEQUENTIAL), COSTS, EXPENSES OR SIMILAR ITEMS OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN (COLLECTIVELY, “CLAIMS”) ARISING UNDER OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICES, OR OTHERWISE SHALL BE LIMITED TO THE LESSER OF
(i) ONE HUNDRED DOLLARS ($100.00), OR
(ii) THE FEES ACTUALLY PAID TO AND RETAINED BY ASL FOR THE SPECIFIC ACTIVITY OR SERVICE GIVING RISE TO THE LIABILITY.
13. Indemnity. You agree to indemnify and hold harmless ASL, its affiliates, and their respective successors and assigns, directors, officers, employees, representatives, agents, licensors from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with or related to:
(i) your access to or use of the Site or the Services,
(ii) your violation, infringement, and/or misappropriation of any third party right, including without limitation any copyright, patent, trademark, property, trade secret, or privacy right; this applies to any information or material transmitted through your device, even if not submitted by you, or
(iii) any misrepresentation made by you and/or your breach of any of your representations, warranties or covenants contained in this Agreement.
You shall cooperate as fully as is required by ASL in the defense of any claim and losses. Notwithstanding the foregoing, ASL retains the exclusive right to settle, compromise, and pay any and all claims and losses and to assume the exclusive defense and control of any claim and loss. You will not settle any claim(s) and loss(es) without, in each instance, the prior written consent of an officer and/or Owner of ASL.
14. DISPUTES, ARBITRATION, OPT-OUT; GOVERNING LAW AND JURISDICTION
PLEASE READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. You agree that any claim or dispute that may arise between you and ASL with respect to this Agreement will be resolved in accordance with this Section 14.
(a) Applicable Law. You agree that, except to the extent inconsistent with or preempted by federal law, this Agreement and any claim or dispute that may arise between you and any ASL under it shall be construed under the laws of the State of Indiana, without regard to its conflict of laws rules.
(b) Agreement to Arbitrate. You and ASL agree that any and all claims and disputes arising between you and us pursuant to this Agreement and your use of the Site or the Services shall first be negotiated in good faith between you and ASL. If that fails, you and ASL agree to seek resolution exclusively through final and binding arbitration. Alternatively, you may assert your claims and disputes in small claims court, if the claim or dispute so qualifies, so long as the claim or dispute remains in small claims court and advances on an individual (non-class) basis. The Federal Arbitration Act shall govern this agreement to arbitrate.
(i) Class and Representative Actions Prohibited. By virtue of this Agreement and your use of the Site and Services, you agree to waive any class actions. You and ASL agree that each of us may bring claims and disputes against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and ASL agree otherwise, the arbitrator may not consolidate more than one person’s or entity’s claims or disputes or preside over a representative or class proceeding. The arbitrator may award relief only to the individual bringing the action and any relief awarded may not affect other Users.
(ii) Arbitration Procedures. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable) as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org . The AAA’s rules shall govern the number of arbitrators assigned to conduct the arbitration. The party intending to seek arbitration shall send to the other, by certified mail, notice of the dispute. Such notice should be sent to Affordable Song Licensing LLC, 1714 Lee Street, Columbus, IN 47201, Attn: Legal. ASL shall send any notice to you at the email address on file associated with your Customer Account, as applicable.
If you and ASL are unable to resolve any of the claims or disputes described in such notice within thirty (30) days after such notice is received, either party may initiate arbitration proceedings. The form for initiating arbitration is available at www.adr.org , and the party initiating arbitration must both file this form with the AAA and mail a copy of the completed form to the other party at the same addresses as set forth earlier in this paragraph. Any settlement offer made by you or ASL shall not be disclosed to the arbitrator. The arbitration hearing shall be held in a mutually agreed location. The arbitrator’s award shall be consistent with this Agreement and final and binding, and judgment shall be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees shall be governed by AAA’s rules.
(iii) Invalidity. With the exception of Section 14(b)(i) above (“Class and Representative Actions Prohibited”), if an arbitrator or court decides that any portion of this Section 14 is invalid or unenforceable, all other portions of this Section 14 shall continue to apply. If an arbitrator or court decides that Section 14(b)(i) is invalid or unenforceable, then the entirety of this Section 14(b) and its subparts shall be null and void, but the rest of this Section 14 shall continue to apply.
(v) Amendments to Agreement to Arbitrate. You and ASL agree that if ASL amends this agreement to arbitrate in the future, the amendment shall not apply to a claim or dispute filed by either party prior to the effective date of the amendment.
(c) If the agreement to arbitrate does not apply to you, either because you opt-out or as a result of a decision by an arbitrator or court order, you agree that any claim or dispute that has arisen between you and ASL will be resolved exclusively by a state or federal court located in Columbus, Indiana. You and ASL agree to submit to personal jurisdiction of the courts located in Columbus, Indiana for purposes hereof.
(a) Unless otherwise specifically provided elsewhere in the context in which it applies, any notice required or permitted to be given to any party to this Agreement, or any other agreement between you and ASL, shall be in writing and shall
if to ASL, be either personally delivered by hand, delivered by prepaid courier, or sent by prepaid registered mail Affordable Song Licensing LLC, 1714 Lee Street, Columbus, IN 47201, Attn: Legal, and shall be deemed received upon delivery, and
if to a Customer, be delivered either to the email address specified in connection with that Customer’s Account, or by being posted as a notification to the Customer’s Account, and shall be deemed received when sent or posted, as applicable.
(b) The address at which notice may be given to ASL may be changed by ASL by giving you written notice as provided in this Section 15.
16. FORCE MAJEURE.
ASL shall not be liable for any delay or failure in performance resulting from acts or occurrences beyond the reasonable control of ASL, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, pandemic, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.
You may not assign or transfer any of your rights or obligations under this Agreement, or any other agreement between you and ASL, without the prior written consent of ASL, which consent ASL may withhold in its sole discretion, and any such attempted assignment or transfer without such prior written consent shall be null and void. ASL shall have the right to assign or transfer this Agreement at its sole discretion, including in the event of merger, corporate reorganization, sale, or acquisition of all or substantially all of its assets. This Agreement shall be binding on the parties and their respective successors and permitted assigns.
18. RELATIONSHIP OF THE PARTIES.
You and ASL enter into this Agreement as independent contractors, and neither ASL nor you shall be or construed to be a partner, joint venturer, agent, or employee of the other party.
19. GENERAL PROVISIONS.
This Agreement was last updated on the date reflected at the start of the Agreement and is effective immediately upon that date.