Terms of Service

Terms of Service Agreement
THIS AGREEMENT is made this 3rd day of February, 2022, ("Effective Date"), by and between LIMELIGHT MUSIC INCORPORATED,, a company registered in Canada with offices in Ancaster, Ontario (respectively "LIMELIGHT MUSIC") , and user. By using the services located at limelight.io and subdomains of limelight.io, *.limelight.io, all related websites and services, public API, aggregation and distribution services, and the web application (collectively, the “Service”), you agree to be bound by these Terms of Service (this “Terms of Service” or “Agreement”), whether or not you register as a Member of LIMELIGHT MUSIC ("Member"). If you wish to become a Member and/or make use of the service (the “Service”), please read this Agreement. If you object to anything in this Agreement or the LIMELIGHT MUSIC Privacy Policy, do not use the Service. PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Service. This Agreement may be modified by LIMELIGHT MUSIC from time to time, such modifications to be effective upon posting by LIMELIGHT MUSIC on the Service's website. By accessing and/or using the Service or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
Term. This Agreement will remain in full force and effect while you use the Service. Member may terminate membership and/or subscription at any time by contacting us at [email protected]. If you resign or cancel membership and/or subscription to LIMELIGHT MUSIC, to help LIMELIGHT MUSIC analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation. LIMELIGHT MUSIC may terminate membership and/or subscription for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to LIMELIGHT MUSIC. If LIMELIGHT MUSIC terminates your membership to the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of LIMELIGHT MUSIC. LIMELIGHT MUSIC is not required to provide you notice prior to terminating your membership and/or subscription. LIMELIGHT MUSIC is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
Your Content. 3a. Representations and Warranties. You hereby represent and warrant to LIMELIGHT MUSIC as follows: a. Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize LIMELIGHT MUSIC to use, Your Content pursuant to these Terms of Service, including, without limitation, the right to upload, reproduce, store, transmit, distribute, aggregate, share, publicly display, publicly perform, make available and otherwise communicate to DSP's and the public Your Content, and each and every part thereof, on, through or via the Service and any third party DSP's. b. Your Content and the availability thereof on the Service does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers' rights, rights of privacy or publicity, or rights in confidential information. c. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Service and via any third party services. d. Your Content, including any comments that you may post on the Website or Service, is not and will not be unlawful, libelous, defamatory, racist, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation. e. Your Content does not and will not create any liability on the part of LIMELIGHT MUSIC, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. f. LIMELIGHT MUSIC reserves the right to remove Your Content, suspend or terminate your access to the Service and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes on another person's rights or violates any law, rule or regulation. 3b. Ownership of Your Content; Licenses. You (Member) shall retain full rights over Your Content even after termination of this agreement. You agree that by uploading Your Content to the Service (“Your Content”) you are granting a Distribution License to LIMELIGHT MUSIC which allows LIMELIGHT MUSIC to send and monetize Your Content on all Digital Music Providers that have or will have a distribution agreement in place with LIMELIGHT MUSIC; as well as your own direct or indirect distribution agreements you have in place separately from LIMELIGHT MUSIC; or that you have otherwise authorized or granted while using LIMELIGHT MUSIC. You will retain full control over delivery and takedowns on all Digital Service Providers mentioned herein or added at a later date. This section shall have no effect on Sections 11 (Copyright Policy), 14 (Limitation of Liability), and 15 (Indemnity by You) of this Agreement. a. Any Content other than Your Content is the property of the relevant person who uploaded the content (Uploader); and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Service or Websites from time to time and within the parameters set by the Uploader on the Service or with the express written consent of the Uploader. Where you repost another user's Content, or include another user's Content in a set, you acquire no ownership rights whatsoever in that Content. Any such ownership rights must be negotiated directly with the content owner.. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.
Deliveries and Aggregation. LIMELIGHT MUSIC offers aggregation and distribution services to Member for the purposes of delivering Your Content to Digital Service Providers (DSP's) such as but not limited to Apple Music, Spotify, Beatport, etc. 4a. DSP Inserts. Member may use the Limelight Music Dashboard to issue DSP Insert orders which indicate to LIMELIGHT MUSIC that a specific product or item from Your Content shall be delivered to DSP for purposes of selling direct downloads, streaming, or fingerprinting depending on the service that the DSP provides. 4b. DSP Updates and Takedowns. Member may use Limelight Music Dashboard to issue DSP Update and/or DSP Takedown orders which indicate to LIMELIGHT MUSIC that meta-data and/or files shall be updated on the DSP or that the product or content shall be taken down from the DSP. LIMELIGHT MUSIC will make every effort to enforce updates to DSP's however LIMELIGHT MUSIC cannot guarantee that each DSP will follow automated recommendations or orders provided to it by LIMELIGHT MUSIC's service. In cases where updates or takedowns are not correctly applied, Member agrees to inform LIMELIGHT MUSIC of any concerns regarding missed DSP Updates or DSP Takedowns, after which additional actions will be taken to inform and force takedowns or updates on any given DSP. 4c. DSP Limits. Member recognizes that some DSP's have limits on the number of products the DSP can ingest per day. Member agrees to not abuse or misuse Limelight Music in anyway that may hinder, delay, flood, or otherwise overwhelm the DSP ingestion engines. Member agrees to get written clearance from Limelight Music before performing any bulk operations that exceed 50 products per day. Member may apply for an extended account which raises these limits; however Member agrees to be in close contact with Limelight Music about any foreseen large bulk deliveries that are out of the ordinary. Limelight Music may throttle or delay deliveries to specific DSP's at any time, without warning, in cases of maintenance, downtime, triage, or as needed to manage shared system resources. 4d. Barcodes. Member acknowledges that barcodes are provided at no charge for accounts holding small and medium-sized catalogues; however members with larger catalogues will be required to provide their own barcodes. 4e. ISRCs. LIMELIGHT MUSIC's role as your ISRC Manager Member acknowledges ISRCs can be provided free of charge for all accounts or Member can provide their own ISRCs; however, in the event that Member uses ISRCs provided by LIMELIGHT MUSIC, special rules and regulations apply as follows: LIMELIGHT MUSIC is a registered ISRC Manager recognized by IFPI, and is authorized to issue ISRCs on behalf of record labels and rights holders. IFPI regulates the use of ISRCs and the relationship between ISRC Managers and rights holders. For the purpose of adhering to these regulations, in the event that Member makes use of the free ISRCs provided by LIMELIGHT MUSIC, Member officially designates LIMELIGHT MUSIC to be the formally nominated ISRC Manager for that recording and the repertoire of content uploaded to Limelight Music, except in situations where Member provides their own ISRC. The assignment of ISRC's does not inherently transfer or infer any type of ownership of the recording for which the ISRC is assigned. The main use of an ISRC is to create a unique identifier that should adhere to a specific sound recording and which should follow the recording to all platforms and metadata descriptions for the purpose of identification across platforms.
Providing your own ISRCs If Member provides their own ISRC for a specific recording, it is assumed LIMELIGHT MUSIC is not acting as the ISRC Manager for that specific recording.
LIMELIGHT MUSIC ISRC's Definition: "Limelight Music ISRC" referred to in this document shall refer to the final ISRC code that is issued per recording that uses the Limelight Music registrant code "QZ-QGC". LIMELIGHT MUSIC's Registrant Code can be recognized by the first 5 characters in the following code: QZ-QGC-00-00000 When actual codes are issued to a recording, 0's shall be replaced in incremental fashion based on the year the ISRC is issued as well as the sequence in which the code is issued in relation to other codes that have been issued. Actual codes are usually automatically assigned by LIMELIGHT MUSIC as soon as the first DSP insert order is created for that recording. Examples: QZ-QGC-21-00001, QZ-QGC-21-00002, QZ-QGC-19-00001, QZ-QGC-19-00002; where the middle 2-digit number refers to the year the code was issued.
Exclusivity The purpose of this exclusivity clause is to follow IFPI regulations and to enforce identifiable uniqueness for a specific recording. This exclusivity agreement shall not prevent Member from continuing to use a LIMELIGHT MUSIC assigned ISRC free of charge should Member decide to no longer use LIMELIGHT MUSIC services. The general rule is that one ISRC per recording should be assigned across all albums, releases, products, services, and platforms. Definition: "Nominated repertoire" referred to in this document shall refer to content uploaded to LIMELIGHT MUSIC for which a LIMELIGHT MUSIC ISRC has been assigned; i.e. where Member did not assign their own ISRC during the first DSP insert order or delivery. Member agrees that for all recordings where LIMELIGHT MUSIC ISRCs are assigned, Member shall not appoint any other ISRC Manager to assign ISRCs to the Recording or other recordings in the nominated repertoire, and that Member will not assign new ISRCs to the nominated repertoire. 4f. API Clients. Definition: "API Client" means a website or software application that accesses or uses a third-party service such as but not limited to YouTube, Soundcloud, Bandcamp, Promoly, or LIMELIGHT MUSIC itself. YouTube API Client LIMELIGHT MUSIC shall provide access to a YouTube API Client for the purpose of uploading video content to Member's YouTube account or YouTube accounts to which Member has administrative permissions. Member acknowledges that, by using of LIMELIGHT MUSIC's YouTube API Client, Member is agreeing to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms). Soundcloud API Client LIMELIGHT MUSIC shall provide access to a Soundcloud API Client for the purpose of uploading video content to Member's Soundcloud account or Soundcloud accounts to which Member has administrative permissions. Member acknowledges that, by using of LIMELIGHT MUSIC's Soundcloud API Client, Member is agreeing to be bound by the Soundcloud Terms of Use (https://soundcloud.com/terms-of-use). Bandcamp API Client LIMELIGHT MUSIC shall provide access to a Bandcamp API Client for the purpose of uploading video content to Member's Bandcamp account or Bandcamp accounts to which Member has administrative permissions. Member acknowledges that, by using of LIMELIGHT MUSIC's Bandcamp API Client, Member is agreeing to be bound by the Bandcamp Terms of Use (https://bandcamp.com/terms_of_use). Symphonic API Client LIMELIGHT MUSIC shall provide access to a Symphonic API Client for the purpose of uploading video content to Member's Symphonic account or YouTube accounts to which Member has administrative permissions. Member acknowledges that, by using of LIMELIGHT MUSIC's Symphonic API Client, Member is agreeing to be bound by the Symphonic Terms and Conditions (https://symphonicdistribution.com/terms/). Promoly API Client LIMELIGHT MUSIC shall provide access to a Promoly API Client for the purpose of uploading video content to Member's Promoly account or Promoly accounts to which Member has administrative permissions. Member acknowledges that, by using of LIMELIGHT MUSIC's Promoly API Client, Member is agreeing to be bound by the Promoly Terms of Service (https://promo.ly/terms-conditions/)
Limelight Music API Client Member may be provided with credentials and/or a SDK for the purpose of programmatic access to Member's data, tools, and resources inside Limelight Music. Member acknowledges that, by using LIMELIGHT MUSIC's API Client, Member is agreeing to be bound by the conditions tied to the Limelight Music API Client Terms of Service. 5. Accounting. 5a. Payments. LIMELIGHT MUSIC shall pay to Member, all royalty amounts due based on Periodic Statements as outlined in this document; minus fees as outlined in this document. Payments shall never exceed the amount received by LIMELIGHT MUSIC from the DSP's despite the gross revenue collected by the DSP. LIMELIGHT MUSIC shall only make payments; of amounts due to Member if tax documentation requirements are satisfied as outlined in this document; only after Member has submitted a Payment Request for each period to LIMELIGHT MUSIC using the Royalties Dashboard login which shall be provided to Member in a timely manner upon the availability of the first Periodic Statement. 5b. Periodic Statements. LIMELIGHT MUSIC shall send periodic statements to Member; to outline all royalty line items for the period reported by all DSP's showing the net revenue in United States Dollar (USD) after fees imposed by DSP's; and in some cases after exchange rates and related transaction fees from foreign currency to USD are applied. Member acknowledges that the net revenue depicted in the line item statement as well as the statement overview are based on amounts to be received by LIMELIGHT MUSIC from the DSP for streams, downloads, and other revenue as noted by the DSP; minus LIMELIGHT MUSIC accounting fees imposed; minus any bank transfer fees; minus foreign exchange rates and minus fees incurred when exchanging from foreign currencies to USD. 5c. Foreign Exchange Rates. Member acknowledges; that, in some cases, DSP's shall pay royalties using foreign currencies to LIMELIGHT MUSIC's bank and in such cases LIMELIGHT MUSIC shall convert all foreign currency amounts to USD using the current mid-market or standard rates depending on which currency is used. These rates are determined either by the DSP's suggested exchange rate, or DSP's reported exchange rate, or the rate pulled from third party exchange rate tracking services. LIMELIGHT MUSIC shall then calculate all Periodic Statements and Payments in USD based from the payable amount that is calculated after the exchange rates are applied. 5d. Payment Schedule. LIMELIGHT MUSIC shall make payments to Member based on the amount due after each payment period. Payment periods by default shall be every quarterly period (every 3 months including last day of March, last day of June, last day of September, and last day of December) -- payable 20-90 days after a period ends; or in circumstances subject to approval payment periods shall be every month payable 20-45 days after the end of each month. Member acknowledges that delays from DSP's can occur, and that Member will be notified by LIMELIGHT MUSIC if such delays occur. Member acknowledges that payments for reported royalties can only be paid after LIMELIGHT MUSIC has received payment for reported royalties from the DSP's. Member acknowledges that DSP's payments for reported royalty line items are typically delayed between 15-60 days or more after reports are provided and any unpaid amounts for a particular period will get carried over to the next payment period. 5e. Royalties. Member shall be solely responsible for paying any amounts due to artists, sub-license holders, or other parties to whom royalties should be shared. LIMELIGHT MUSIC is only responsible for paying to Member, the net revenue collected from DSP's minus any banking fees, transaction fees, transfer fees, fees imposed by DSP's, and fees imposed by LIMELIGHT MUSIC for accounting (see "Accounting Fees"). LIMELIGHT MUSIC may provide an interface for Member to make payments to artists, however the sole responsibility and funding source must be supplied by the Member; in that LIMELIGHT MUSIC cannot provide any source bank or direct source for payments to third parties including artists or other rights-holders. 5f. Mechanical Royalties. If any mechanical royalties are paid to LIMELIGHT MUSIC by the DSP's, LIMELIGHT MUSIC shall pass these royalties onto Member minus any accounting fees, banking fees, and foreign exchange and transaction fees. Member shall be solely responsible for paying any amounts due to artists, sub-license holders, or other parties to whom mechanical royalties should be shared. 5g. Accounting Fees. LIMELIGHT MUSIC shall impose accounting fees in a range between 0-20% of net payable revenue paid to LIMELIGHT MUSIC by the DSP's. The accounting fees shall be dependent on the membership plan to which Member is subscribed. If Member is not subscribed to any LIMELIGHT MUSIC subscription plan, as listed on the official documentation (https://docs.limelight.io/billing/pricing-overview/pricing-plans), a default accounting fee of 20% shall be imposed on all net revenue received by LIMELIGHT MUSIC from the DSP's. 5h. Tax Requirements. Member agrees that LIMELIGHT MUSIC must comply with United Stated IRS tax laws and Member agrees to provide the required information before requesting or receiving payments from LIMELIGHT MUSIC. Member acknowledges that if requested tax documentation is not provided, LIMELIGHT MUSIC shall withhold payments to Member until such documentation requirements are met. 6. Copyright Policy. LIMELIGHT MUSIC prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. We ask that you respect the intellectual property of LIMELIGHT MUSIC. All materials available through LIMELIGHT MUSIC, including (but not limited to) the name LIMELIGHT MUSIC and our logos, images, text, illustrations, audio and video files are protected by copyrights, trademarks, service marks, or other rights which are owned by or licensed to our Company or the respective third-party owner of such intellectual property. You agree not to copy, reproduce, duplicate, display, or otherwise distribute these materials without our written permission. You are responsible for videos, photos, audio, text, graphics, or other data you transmit on or through the Service or through any method of communication made available thereon, and you agree to comply with all applicable laws, rules and regulations, including the Digital Millennium Copyright Act (DMCA). You agree that your use of the Service will not infringe the rights of any third party. We reserve the right to block or terminate your Account, at our sole discretion and without notice or liability to you, if you transmit any content alleged to infringe on the intellectual property rights of a third party. LIMELIGHT MUSIC has adopted the following policy concerning copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”), as codified in 17 U.S.C §512. The contact information for our designated agent to receive notification of claimed copyright or intellectual property infringement (“Copyright Agent”) is listed in this provision below. If you believe in good faith your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide the following DMCA requirements to LABELGRID’s Copyright Agent: i. Information reasonably sufficient for LIMELIGHT MUSIC to contact you: name, address, phone and e-mail address (if available); ii. A description of the copyrighted work or intellectual property that you claim has been infringed, or if multiple works, a listing of such works; iii. Information reasonably sufficient to permit LIMELIGHT MUSIC to locate your work on the site; iv. A statement, made by you, that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent or the law; v. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner, or authorized to act on the copyright owner’s behalf; vi. A physical or electronic signature of the copyright owner, or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon receiving a proper notification of alleged copyright infringement as described above, if deemed appropriate upon investigation, we will remove or disable access to the allegedly infringing content and promptly notify the alleged infringer of your claim. Please submit your statement to LIMELIGHT MUSIC by mail, fax or email as set forth below:
LIMELIGHT MUSIC email: [email protected] 7. Limited Liability for Content. You hereby acknowledge and agree that LIMELIGHT MUSIC (i) stores Content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Service, and to the extent permissible by law, LIMELIGHT MUSIC excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto. You hereby acknowledge and agree that LIMELIGHT MUSIC cannot and does not review the Content created or uploaded by its users, and neither LIMELIGHT MUSIC nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Websites or Service for Content that is inaccurate or inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Service or applicable law. LIMELIGHT MUSIC and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Service by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Services. By using the Service or websites, you irrevocably waive the right to assert any claim with respect to any of the foregoing against LIMELIGHT MUSIC or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders. 8. Repeat Infringers. LIMELIGHT MUSIC will suspend or terminate your access to the Service if LIMELIGHT MUSIC determines, in its sole and reasonable discretion, that you have repeatedly breached these Terms of Service. If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that your behavior is inappropriate and violates our Terms of Service, we will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Service terminated forthwith. We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by LIMELIGHT MUSIC at its sole discretion. Please note that we do not offer refunds to Members whose accounts are terminated as a result of repeated infringement of these Terms of Service. 9. Proprietary Rights. LIMELIGHT MUSIC retains all proprietary rights of its own content, the Websites, and the Service. The Service and websites contains the copyrighted material, trademarks, and other proprietary information of LIMELIGHT MUSIC, and its licensors. Except where we have given you express written permission, or unless you are the owner of the content; you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on LIMELIGHT MUSIC is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of LIMELIGHT MUSIC and the Content’s original owner(s), and for LABELGRID’s Members' use only. Distribution of Content to others is strictly prohibited unless owned by you. You agree that LIMELIGHT MUSIC would be irreparably harmed by any violation or threatened violation of this section and that, therefore, LIMELIGHT MUSIC shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have. We may provide links to third party websites, and some of the content appearing on LIMELIGHT MUSIC may be supplied by third parties. LIMELIGHT MUSIC has no responsibility for these third party websites nor for their content, which is subject to and governed by the Terms of Service and/or privacy policies, if any, of the applicable third party content providers. 10. Intellectual Property Restrictions. You acknowledge that LIMELIGHT MUSIC contains images, audio, text, source code, and other content created by LIMELIGHT MUSIC (collectively, "Intellectual Property") that is protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Intellectual Property is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and LIMELIGHT MUSIC owns a copyright in the selection, coordination, arrangement and enhancement of such Intellectual Property. All trademarks or copyrighted content appearing on this Service and websites are trademarks and copyrights of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Intellectual Property, in whole or in part without written consent of the content owner. When Intellectual Property is downloaded to your computer, you do not obtain any ownership interest in such Intellectual Property unless the Intellectual Property is of your own. Modification of the Intellectual Property or use of the Intellectual Property for any other purpose, including, but not limited to, use of any Intellectual Property in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent. 11. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. 12. Modifications to Service. LIMELIGHT MUSIC reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that LIMELIGHT MUSIC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. 13. Blocking of IP Addresses. In order to protect the integrity of the Services, LIMELIGHT MUSIC reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Service and websites. 14. Changes to Agreement. This Agreement is subject to change by LIMELIGHT MUSIC at any time, effective upon posting on the relevant website. Your continued use of the Websites and the Service following LIMELIGHT MUSIC posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised Agreement. 15. Commercial Use of Service. If you are using the Service and/or accessing the Websites on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that: a. You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Service; b. You have read and understand this Terms of Service; and c. You agree to this Terms of Service on behalf of the Subscribing Entity. Illegal and/or unauthorized uses of the Service or Websites include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Service or Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Service or Websites in any fraudulent or misleading manner. The website and service assets owned or controlled by you may be accessed via the website user interface provided to you as well as the Public API. Any unauthorized automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Websites or the networks or services connected to the Websites, and using the Websites in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Websites may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Websites and Service is with the permission of LIMELIGHT MUSIC, which may be revoked at any time, for any reason, in LABELGRID’s sole discretion. 16. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify LIMELIGHT MUSIC of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. LIMELIGHT MUSIC will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-login feature if you have it linked to your LIMELIGHT MUSIC account. 17. Your Use of the Service Member acknowledges that access to the Limelight Music system or certain features may be restricted at any time. As with account terminations, Member's data shall be promptly removed from the service by Limelight Music. Member will have a chance to download assets and information for up to 10 days after which Limelight Music may delete all contents, records, and data related to Member's account. Additionally: a. You may not browse or download illegal content. b. You must not copy or capture, or attempt to copy or capture, any content from the Service or websites (the “Content”) or any part of the Service or Websites, unless given express permission by LIMELIGHT MUSIC. c. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Service, except (i) where such Content is created by you (such content, “Your Content”), or (ii) as permitted under these Terms of Service, and within the parameters set by the person or entity that uploaded the Content (the “Uploader”) (for example, under the terms of Creative Commons licenses selected by the Uploader). d. You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Service's offering. e. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content unless authorized by LIMELIGHT MUSIC or provided by the LIMELIGHT MUSIC PUBLIC API. f. You must not employ the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log-in, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service. g. You must not alter or remove, or attempt to, alter or remove any trademark, copyright or other proprietary or legal notices contained in, or appearing on the Service or website or any Content appearing on the Service or websites (other than Your Content). h. You must not, and must not permit any third party to, copy or adapt the object code of the Service or website, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content. i. You must not use the Service to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
any Content that promotes illegal acts, is libelous, defamatory, racist, ethnically or culturally offensive, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in LABELGRID’s sole and reasonable discretion;
any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in LABELGRID’s sole and reasonable opinion;
any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Websites or servers or networks forming part of, or connected to, the Websites, or which does or might restrict or inhibit any other user's use and enjoyment of the Websites; or
any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation. j. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation. k. You must not rent, sell or lease access to the Service or Websites, or any Content on the Service or Websites, although this will not prevent you from including links from Your Content to any legitimate online download store from where any item of Your Content may be purchased. l. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person. m. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any LIMELIGHT MUSIC employee. If we feel that your behavior towards any of our employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees. n. You must not sell or transfer, or offer to sell or transfer, any LIMELIGHT MUSIC account to any third party without the prior written approval of LIMELIGHT MUSIC. o. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping. p. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by LIMELIGHT MUSIC or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of LABELGRID’s servers, system or network or attempt to breach LABELGRID’s data security or authentication procedures; attempt to interfere with the Websites or the Services by any means including, without limitation, hacking LABELGRID’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of LIMELIGHT MUSIC under these Terms of Service, LIMELIGHT MUSIC reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations. You agree to comply with the above conditions, and acknowledge and agree that LIMELIGHT MUSIC has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Service. This may include taking court action and/or reporting offending users to the relevant authorities.
Limitation of Liability. In no event shall LIMELIGHT MUSIC be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in this Service or Websites or in any written or oral communications from LIMELIGHT MUSIC or its employees or agents shall be construed to make any promise, covenant, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph. The content and functionality on the Websites and the services provided by employees of the Websites are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. LIMELIGHT MUSIC makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Websites’ content or that the functionality of the Websites will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Websites and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL LIMELIGHT MUSIC, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES, EVEN IF LIMELIGHT MUSIC HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY. TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL LIMELIGHT MUSIC HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS; LOST DATA; LOSS OF GOODWILL; COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; WORK STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; ILLEGAL, IMMORAL OR FRAUDULENT ACTIVITY; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF LIMELIGHT MUSIC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED. In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of LIMELIGHT MUSIC and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to LIMELIGHT MUSIC during the six months prior to notice to LIMELIGHT MUSIC of the dispute for which the remedy is sought.
Indemnity by You. You agree to indemnify and hold LIMELIGHT MUSIC, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to: a. your use of the Service and/or Websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above; b. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Service or Websites, and/or your making available thereof to other users of the Service or Websites, and/or the actual use of Your Content by other users of the Websites or related services in accordance with these Terms of Service and the parameters set by you with respect to the distribution and sharing of Your Content; c. any activity related to your account, either by you or by any other person accessing your account with or without your consent unless such activity was caused by the act of LIMELIGHT MUSIC.
Attorney Fees. In the event that LIMELIGHT MUSIC is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for LABELGRID’s attorneys' fees and costs.
Parental or Guardian Permission. Some of the Content on the Service or websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 17 ARE NOT PERMITTED TO USE THE WEBSITES UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT.
Privacy. Use of the Websites and/or the Service is also governed by our Privacy Policy, located at https://dash.limelight.io/privacy
Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Websites and/or the Service, by using the Websites and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of Colorado, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Colorado, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of Colorado with the same force and effect as if such service had been made within the State of Colorado. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
Arbitration Provision/No Class Action. Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the Websites and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of Colorado, County of Arapahoe. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Colorado, County of Arapahoe.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
Availability Outside the U.S. If member accesses LIMELIGHT MUSIC from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Websites or Service from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.
Entire Agreement. This Agreement contains the entire agreement between you and LIMELIGHT MUSIC regarding the use of the Websites and/or the Service.
Severability; Waiver. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, LABELGRID’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect LABELGRID’s ability to enforce such term at any point in the future.
Headings. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST SET FORTH ABOVE.
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Last modified 1yr ago