Please read these terms carefully. If you use Level (including our apps or websites), you agree to these terms. If applicable, you also agree to these terms on behalf of your Group and any members of your Group – although you should make sure they review these terms themselves. If you have entered into the Distribution Terms with us, the terms of that agreement will also apply, and you should carefully read those terms as well. If you are a U.S. resident, you will want to take a close look at Section 18, which requires that disputes between you and us be resolved on an individual basis through binding arbitration, rather than in a court room before a judge and jury.
- Acceptance of Terms. By using the Site, you agree to the terms of this Agreement and to any additional rules and guidelines that we post on the Site. We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when we last changed this Agreement by referring to the "LAST UPDATED" legend above. Your use of the Site following changes to this Agreement will constitute your acceptance of those changes; provided, however, any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the "LAST UPDATED" date applicable to that version of this Agreement in which we included such material change. We may, at any time, without liability, modify or discontinue all or part of the Site; charge, modify or waive fees required to use the Site; or offer opportunities to some or all Site users, provided that changes and modifications to the Distribution Terms are governed by that agreement.
We are constantly evolving, which is a key reason why we need the flexibility to modify these terms and our services from time to time as set out in Section 1 above. You should check the "Last Updated" legend at the top of these terms from time to time to determine if these terms have been modified since you last reviewed them; if they have been modified, you will want to take the time to review the modified terms.
- Jurisdiction. The Site is controlled and/or operated from the United States, and is not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in this Agreement. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. If you access the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
Level is controlled and operated from the United States, and use of Level is governed by U.S. law (see Section 18 for more information). If you do access Level from outside the United States, it is your responsibility to comply with all non-U.S. laws.
- Rules of Conduct. In using the Site, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. In addition, you will comply with the following "Rules of Conduct" as updated from time to time by us. In connection with the Site, you will not:
Post, transmit, or otherwise make available, through or in connection with the Site:
- Anything that is or may be (A) threatening, harassing, degrading, hateful or intimidating or otherwise fail to respect the rights and dignity of others; (B) defamatory; (C) fraudulent or tortious; (D) obscene, indecent, pornographic or otherwise objectionable; or (E) protected by copyright, trademark, trade secret, right of publicity or privacy or other proprietary right without the express prior written consent of the owner of such right.
- Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as "hacking", "cracking" or "phreaking".
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file, or program that is or is potentially harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letter", "pyramid scheme" or investment opportunity, or any other form of solicitation.
- Any material non-public information without the proper authorization to do so.
- Use the Site for any fraudulent or unlawful purpose.
- Use the Site to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
- Impersonate any person or entity, including any of our (or our Affiliates' (as defined in Section 6(b) below)) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or posting you make.
- Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).
- Use the Site to advertise or offer to sell or buy any goods or services without our express prior written consent.
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without our express prior written consent.
- Except as expressly permitted by applicable law, reverse engineer, decompile or disassemble any portion of the Site.
- Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
- Frame or mirror any part of the Site, or otherwise incorporate any portion of the Site into any product or service, without our express prior written consent.
- Systematically download and store all or any Site content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape", "data mine" or otherwise gather Site content or in any way reproduce or circumvent the navigational structure or presentation of the Site, without our express prior, written consent.
We may terminate your use of the Site for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct (including, without limitation, if you engage in copyright infringement via or in connection with the Site).
Section 4 above sets forth some ground rules to protect the Level community and ensure all artists can make the most of Level. In addition to the other rules listed above, these "Rules of Conduct" require that you not harass or spam other users, post inappropriate content, use our services for your own advertising or engage in illegal conduct. While we don't want to be in a situation where we have to cut off your access to Level, we can do so if you violate our Rules of Conduct or these terms. Please be reasonable and considerate.
- Registration. You may need to register to use any part(s) of the Site or the Service. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not us, are responsible for any use or misuse of your user name or password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Site account.
You need to have an account in order to use Level. Please keep your username and password confidential, and let us know if you find out someone is misusing your account.
- Generally. The Site may contain areas where you can post information and materials, including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, data, files, links and other materials (each, a "Submission"). For purposes of clarity, any Recording or Related Materials as defined in the Distribution Terms shall not be considered a "Submission" hereunder except for purposes of Section 6(b) below. You retain ownership of any Submissions that you post, subject to the terms and conditions of this Agreement (including the license grant in Section 6(b) below).
- License Grant. For each Submission that you post, you hereby grant to us and our affiliates (collectively, our "Affiliates") a world-wide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, transmit, communicate to the public, perform and display (publicly or otherwise), edit, modify, adapt, create derivative works from and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, on or in connection with the Site or any of our (or our Affiliates') similar services or products (e.g., any websites, and any desktop, mobile or other applications, widgets or APIs) (such services or products, collectively, the "Site-Related Services"); (ii) exercise all trademark, publicity and other proprietary rights with regard to such Submission; (iii) use your name, photograph, portrait, picture, voice, likeness and biographical information as provided by you in connection with your Submission for any promotional purposes related to the Site or the Site-Related Services, in each case, in connection with your Submission; and (iv) use your Submission (including the contents thereof) (and specifically including any Recordings and Related Materials (including the contents thereof)) for any promotional or other business purposes related to the Site, and/or the Site-Related Services. For the purposes of clarification, nothing in this Agreement shall be deemed to authorize you to incorporate into any Submission any content or material owned by us and our directors, officers, employees, agents and representatives ("Representatives") and licensors and service providers (collectively, "Providers").
IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION 6, PLEASE DO NOT POST ANY SUBMISSIONS ON THE SITE.
To make music that you submit available on music platforms through Level, you agree to give us rights to use your music and any accompanying info and materials (such as song or album names, your name and your likeness) on Level and through Level's service (whether via a desktop, mobile or other application) or in the promotion of your music, Level or Level's services. Please make sure you are comfortable with how we use your music and other info and materials before making submissions.
- Disclaimers. It is possible that Site visitors will post information or materials on the Site that are wrong or misleading or that otherwise violate this Agreement. We, our Affiliates and our respective Representatives and Providers do not endorse and are not responsible for any information or materials made available through the Site or your use of such information or materials. All Submissions will be deemed to be non-confidential and may be used by us (i) without any confidentiality or other non-disclosure obligations, and (ii) without attribution to you or any third party. We reserve the right, in our sole discretion and at any time, to set limits on the number and size of any Submissions that may be posted on the Site or the amount of storage space available for Submissions.
In this Section 6(c), we limit our liability in several important ways, including by disclaiming responsibility for info or materials posted by other Level users and for certain uses of the music, info or materials that you submit to us. In addition, because Level is constantly evolving, we may change the process for how submissions are made.
- Acknowledgement. You hereby acknowledge and agree that (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post, including, without limitation, the ability to participate in activities on the Site and the possibility that publicity or favorable exposure may arise from our or our Affiliates' use of such Submission or any derivative works incorporating or embodying such Submission; and (ii) you are not entitled to any further compensation for any use or other exploitation of such Submission by us or our Affiliates or any other party (including, without limitation, our Representatives and Providers) pursuant to the rights in such Submission that have been granted hereunder and/or that are available under applicable law.
If you want info on how you might be eligible for payments for the music that you submit to Level, you'll want to review the Distribution Terms, not these terms.
- Representations and Warranties. You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third-party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third-party materials as necessary to grant the rights and licenses set forth herein; (iii) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individual's name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by the Agreement, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual's parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request); (iv) any Submission that you post, and the use thereof by us, our Affiliates, and our and their respective designees (including, without limitation, our and their respective Representatives and Providers), do not and shall not infringe upon or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (v) any Submission that you post is not confidential and does not contain any confidential information; and (vi) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including, without limitation, our Rules of Conduct), and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information (such as the individual's name or address) within such Submission.
In this Section 6(e), you're making certain promises to us about the music, info and other materials that you are submitting to us. For example, you're promising to us that you're the owner of all the music that you submit to us, or that you've gotten permission from the owners to make submissions (including, if applicable, obtaining permission from your band members). Please make sure you are able to make the guarantees in this Section 6(e) before making submissions.
- Waiver; Further Assurances; Indemnity. To the extent permitted under applicable law, you agree to forever release, discharge and waive all claims against us, our Affiliates and our and their respective Representatives and Providers from, and covenant not to initiate, file, maintain, or proceed upon any suit, claim, demand, or cause of action against us, our Affiliates and our and their respective Representatives and Providers with respect to, any and all claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements and expenses (including, without limitation, attorneys' fees) in connection with this Agreement and/or the use of any Submission in a manner consistent with the rights granted under this Agreement, including, without limitation, any claim for idea misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive any and all rights that you may have under laws worldwide that concern "moral rights" or "droit moral", or similar rights with respect to attribution of authorship or integrity of materials, in connection with any Submission that you post (and you hereby represent and warrant that you have obtained clear, express written waivers from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any Submission that you post). At any time upon our request, you shall: (i) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us and our Affiliates to obtain the full benefits of this Agreement and any licenses granted by you hereunder, and (ii) execute a non-electronic hard copy of this Agreement. Without limiting any other provision herein, you agree to indemnify us, our Affiliates, and our and their respective Representatives and Providers as further set forth herein, including in Section 16 below.
We don't want to get in trouble for using the music you submit to us, so Section 6(f) above contains a number of important provisions protecting us – you should review this section with particular care. For example, under Section 6(f), you agree not to sue us for using the music, info and materials that you submit to Level. Also, if legal issues come up and we ask for your help, we'll need you to help us enforce our rights under these terms.
- No Obligation to Use. For the purpose of clarification, it shall be in our sole discretion whether or not to exercise any right granted to us under this Agreement, and we shall have no obligation to use or otherwise exploit any Submission.
We need flexibility in how we run the Level platform – as a result, we may not always end up using your submissions.
- Unsolicited Submissions. Notwithstanding anything to the contrary in this Agreement, we and our Affiliates do not accept, invite or consider unsolicited submissions of ideas, proposals or suggestions ("Unsolicited Submissions"), whether related to the Site, the Service or otherwise. We do not treat Unsolicited Submissions as confidential, and any Unsolicited Submission will become our or our Affiliates' sole property. We and our Affiliates have no obligations with respect to Unsolicited Submissions and may use them for any purpose whatsoever without compensation to you or any other person or entity. You hereby acknowledge and agree that your provision of Unsolicited Submissions is gratuitous, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.
Level is a place for you to share your music and related info and other materials. If you decide to share other things with us (such as suggestions on how to improve Level), we might not use them, or, if we do, we can use them without needing to get your permission.
- Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by us to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use. To the extent an App is included in the Site and made available to you, such App is licensed (not sold) to you and other end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by us to use the App, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the App on a mobile device that you own or control, solely for your personal, non-commercial use. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the App and remove (that is, uninstall and delete) the App from your mobile device.
This Section 9 sets forth the terms of the license that we grant to you to use Level. Unfortunately, if you can't comply with these terms, you can't use Level.
We may offer promotions; if you are interested in participating in a promotion, you should review the specific rules for such promotion before participating.
- Our Proprietary Rights. We, our Affiliates and our respective licensors and suppliers own the Site and the information and materials made available through the Site. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Site or any information or materials made available through the Site.
The Level services are owned by us (and our licensors and suppliers). Please do not use Level except as permitted under these terms.
Level may provide you with access to applications and services that are provided by third parties. We are not responsible for such third-party applications and services, and you may have to agree to separate terms with those third parties in order to access or use their applications and services.
Level may also contain links to or feeds from third-party websites. As with third-party applications, services and content, we are not responsible for such third-party websites, and you may have to agree to separate terms with those third parties in order to access or use their websites.
- Links and Feeds. The Site may provide links to or feeds from other websites and online resources. We and our Affiliates are not responsible for and do not endorse such external sites or resources. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR ACCESS TO AND USE OF THIRD PARTY WEBSITES, CONTENT AND RESOURCES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY WEBSITES, CONTENT AND RESOURCES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY WEBSITES, CONTENT AND RESOURCES).
Level may also contain links to or feeds from third-party websites. As with third-party applications, services and content, we are not responsible for such third-party websites, and you may have to agree to separate terms with those third parties in order to access or use their websites.
- Limitations of Liability and Disclaimers. THE SITE, THE SERVICE, AND ALL SOFTWARE, GOODS, SERVICES, PRODUCTS, APPLICATIONS, CONTENT, FUNCTIONALITY, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE SITE OR THE SERVICE ARE PROVIDED TO YOU ON AN "AS IS", "WHERE IS" AND "WHERE AVAILABLE" BASIS, WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SITE, THE SERVICE, AND ALL SOFTWARE, GOODS, SERVICES, PRODUCTS, APPLICATIONS, CONTENT, FUNCTIONALITY, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE SITE OR THE SERVICE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. (CERTAIN PROVIDERS MAY SEPARATELY PROVIDE LIMITED REPRESENTATIONS AND/OR WARRANTIES REGARDING THEIR THIRD PARTY APPLICATIONS; PLEASE CHECK WITH SUCH PROVIDERS FOR FURTHER INFORMATION.) WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE OR THE SERVICE (OR ANY PART THEREOF), OR ANY SOFTWARE, GOODS, SERVICES, PRODUCTS, APPLICATIONS, CONTENT, FUNCTIONALITY, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SITE OR THE SERVICE IS OR WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR COMPATIBLE WITH ANY PARTICULAR SOFTWARE OR HARDWARE. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICE OR SYSTEM USING THE SITE OR THE SERVICE OR ANY GOODS, SERVICES, PRODUCTS, APPLICATIONS, CONTENT, FUNCTIONALITY, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SITE OR THE SERVICE WILL FUNCTION IN ANY MANNER OR BE FREE OF INACCURACIES, INTERRUPTIONS, DELAYS, OMISSIONS, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE OR SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO USE THE SITE OR THE SERVICE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, EQUIPMENT, DEVICES, SYSTEMS OR SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SITE, THE SERVICE, AND ANY GOODS, SERVICES, PRODUCTS, APPLICATIONS, CONTENT, FUNCTIONALITY, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SITE OR THE SERVICE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY APPLICATIONS, CONTENT, FUNCTIONALITY, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SITE OR THE SERVICE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF US, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
WE, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WILL NOT BE LIABLE IN CONNECTION WITH THE SITE OR THE SERVICE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING ANY DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH YOUR USE OR RECEIPT OF ANY THIRD PARTY APPLICATIONS OR THIRD PARTY CONTENT OR IN CONNECTION WITH YOUR SUBMISSIONS), OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. FURTHER, WE, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR THE SERVICE OR FROM ANY SOFTWARE, GOODS, SERVICES, PRODUCTS, APPLICATIONS, CONTENT, FUNCTIONALITY, INFORMATION OR MATERIALS ON THE SITE OR THE SERVICE, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR THE SERVICE IS TO STOP USING THE SITE OR THE SERVICE. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL BE THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO US TO ACCESS AND USE THE SITE AND THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT DURING THE TERM OF THIS AGREEMENT GIVING RISE TO ANY SUCH DAMAGES, LOSSES OR CAUSES OF ACTION AND (B) TEN DOLLARS ($10.00). WE WILL NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS DUE TO YOU, OR DAMAGES OR LOSSES INCURRED BY YOU, TO THE EXTENT SUCH ROYALTIES, FEES, PAYMENTS, DAMAGES OR LOSSES RELATE TO ANY AGREEMENT (WHETHER EXISTING, EXPIRED OR TERMINATED) BETWEEN US AND ANY MUSIC PLATFORM, OR TO ANY ACTS OR OMISSIONS OF ANY MUSIC PLATFORM. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF US, OUR AFFILIATES AND OUR RESPECTIVE REPRESENTATIVES AND PROVIDERS, AND OUR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
While we try to maintain the timeliness, integrity and security of the Site and the Service, we do not guarantee that the Site, the Service, or any Third Party Applications is or will be updated, complete, correct or secure or that any use of the Site, the Service, or any Third Party Applications will be uninterrupted. The Site, the Service, or any Third Party Applications may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site, the Service, or any Third Party Applications. If you become aware of any such unauthorized third party alterations to the Site or the Service, contact us at firstname.lastname@example.org with a description of the material(s) at issue and the URL or location of such materials.
Please carefully read this Section 15, as it contains important limitations on our liability relating to Level, which platform we provide to you "as is"; we can't guarantee that our services will always be available or error-free. In any event, our total liability to you is limited to the greater of the amount you've paid to us in the last 12 months and $10. If you come across any unauthorized third-party alterations to our services, please let us know at the e-mail address set forth in Section 15 above.
- Indemnity. Except to the extent prohibited under applicable law, and in addition to your indemnity obligations under any other agreement with us, our Affiliates or our or their respective Representatives and Providers, you agree to defend, indemnify and hold harmless us, our Affiliates and our and their respective Representatives and Providers, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys' fees) arising out of: (a) your use of, or activities in connection with, the Site (including all Submissions) or the Service (including all Recordings or Related Materials); (b) any violation or alleged violation of this Agreement or the Distribution Terms (including the representations and warranties set forth herein and therein) by you; (c) any use or other exploitation, or failure or omission to use or otherwise exploit, any Submission, Recording or Related Materials (including any portion thereof) that you post or make available; (d) any dispute between you and a third party in connection with the Site or the Service, regardless of the nature of such dispute; (e) if you are a member of a Group, any dispute between or among you and any other member(s) of such Group, regardless of the nature of such dispute; (f) if you are a parent or legal guardian who has provided consent for a minor to enter into this Agreement or the Distribution Terms, any dispute between you and such minor (including after such minor has reached the age of legal majority), regardless of the nature of such dispute; (g) if you are an Organization, any dispute between you and any Organization representative, artist, licensor or other third party, regardless of the nature of such dispute; or (h) any claim that your Submission, Recording, Related Materials, or any use or exploitation thereof caused damage to, infringed upon, misappropriated, or otherwise violated the rights of a third party (including performing rights organizations, music publishers, unions, musicians, vocalists, artists and engineers), including without limitation past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity or any other violation of law or of intellectual property, proprietary, performers' or contractual rights related to the foregoing.
This Section 16 provides that you indemnify us if certain situations arise, including, for example, a lawsuit arising out of your use of Level or your violation of these terms. An indemnity requires that you fully compensate us for any claims that arise within the scope of the indemnity; you should read Section 16 with particular care in order to understand your indemnification obligations.
- Termination. This Agreement is effective until terminated. We may, at any time and for any or no reason (including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement), terminate or suspend your access to or use of: (a) the Site; (b) your user name and password; or (c) any files or information associated with your user name and password. If we terminate or suspend your access to or use of the Site, you will not have the right to bring claims against us, our Affiliates or our respective Representatives and Providers with respect to such termination or suspension. We and our Affiliates and our respective Representatives and Providers, shall not be liable for any termination or suspension of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination or suspension. We may take steps that we believe are appropriate to enforce or verify compliance with any part of this Agreement (including our right to cooperate with any legal process relating to your use of the Site, any products or any third party claim that your use of the Site or products is unlawful or infringes such third party's rights). Sections 2, 6-8, 11-19, 21, 24 and 26 shall survive any expiration or termination of this Agreement.
Section 17 above describes when we can terminate or suspend your right to use Level and the consequences of any suspension, termination or expiration.
- Governing Law; Dispute Resolution. If you are a resident of the United States or an Organization, or if any claim or dispute in connection with this Agreement or your use of the Site or the Service (each, a "Dispute") arises in connection with your use of (including access to) the Site or the Service while in the United States, the following will apply: The terms of this Agreement and any applicable Dispute are governed by and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, or any rules of private international law, that would lead to the application of any other laws. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered on an individual basis (i.e., not as a class arbitration or class action) by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer Rules.pdf.
If you are an Organization or an individual accessing or using the Site or the Service on behalf of, or for the benefit of, an Organization, the arbitrator will conduct hearings, if any, in-person in the County of New York in the State of New York. If you are an individual accessing or using the Site in your individual capacity: (a) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (b) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and (c) if the parties are unable to agree on a location, such determination should be made by the American Arbitration Association or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. You agree that the federal and state courts located in New York County in the State of New York, U.S.A., will have such jurisdiction, and you hereby waive any jurisdictional, venue or inconvenient forum objections to such courts. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
If you are neither a resident of the United States nor an Organization (including an individual access or using the Site or the Service on behalf of, or for the benefit of, an Organization), and if the applicable Dispute does not arise in connection with your use of the Site or the Service while in the United States, the following will apply: The terms of this Agreement and any Dispute are governed by and shall be construed in accordance with the laws of the United States and the State of New York, U.S.A., without regard to its principles of conflicts of law, or any rules of private international law, that would lead to the application of any other laws, and you agree to the exclusive jurisdiction of the courts located in London, England; provided, however, if you are a resident of a member state of the European Union or the United Kingdom, the laws of England and Wales will apply (rather than the laws of the United States and the State of New York), without regard to its principles of conflicts of law, or any rules of private international law, that would lead to the application of any other laws. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods.
This Section 18 describes the governing law and the process for resolving any disputes between you and us under these terms. Please note that if you are a U.S. resident, or if you use Level while in the United States, any disputes between you and us will be resolved on an individual basis through binding arbitration before a neutral arbitrator instead of in a courtroom before a judge and jury. In addition, under this Section 18, you agree not to bring a class action against us; this means that, if you have any claims against us, you won’t be able to combine those claims with any claims that other Level users may have against us.
- Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that we do not endorse any products or services listed at this site.
This section provides information on parental control protection software available to protect minors from harmful content.
- Information or Complaints. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please feel free to contact us via e-mail at email@example.com. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us. You may also contact us by writing to us at Radar Scope Ltd., C/o Business & Legal Affairs, 1633 Broadway, 9th Floor, New York, NY 10019, or by calling us at (212) 275-4952. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
FOR CALIFORNIA RESIDENTS ONLY:
Here is our contact information in case you have any questions or complaints regarding Level.
Phone Number: (212) 275-4952 E-mail: firstname.lastname@example.org Postal Address: Level (Radar Scope Ltd.)
c/o Business & Legal Affairs
1633 Broadway, 9th Floor
New York, NY 10019
Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs Postal Address 1625 North Market Blvd.
Sacramento, CA 95834
Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs Nos. (916) 445-1254 or (800) 952-5210
- Forward-Looking Statements. Statements appearing on the Site that concern us, our Affiliates or our and their management and that are not historical facts are "Forward-Looking Statements". Forward-Looking Statements are only predictions, and actual future events may differ materially from those discussed in any Forward-Looking Statement. Various external factors and risks affect our operations, markets, products, services and prices. These factors and risks are described in our current annual report filed with the SEC and in other filings we make with the SEC. You can access our most recent SEC filings via the SEC EDGAR system located at http://www.sec.gov, or you may obtain these filings directly from us at no charge. We disclaim any obligation or responsibility to update, revise or supplement any Forward-Looking Statement or any other statements appearing on the Site.
This Section 21 limits our liability regarding certain statements that we may make on Level and helps to ensure that we keep compliant with U.S. securities law.
- Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; or (b) on any of the U.S. government lists of restricted end users.
Our app is subject to U.S. export controls. If you intend to use the Level app from outside the United States, you are responsible for complying with such export controls.
- Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or disable access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov for details. Notices and counter-notices should be sent to:
DMCA Agent-Litigation Department
New York, NY 10019
Telephone Number: (212) 275-2000
We suggest that you consult your legal advisor before filing a notice or counter-notice.
Section 23 above explains how to contact us if you believe any of your copyrighted works are being hosted on Level without your authorization.
- Ability to Enter Into This Agreement. By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or legal guardian consent to enter into this Agreement. Notwithstanding the foregoing, minors under thirteen (13) years old are not permitted to access or use the Site or to enter into this Agreement, even if a parent or legal guardian would be willing to provide consent.
In order to use Level, you must be of legal age in your jurisdiction (typically - but not always - 18 years old) or older; if you are not, your parent or legal guardian must consent to these terms for you before you can use Level. If you are under 13 years of age, you can't use Level, even if you have consent from your parent or legal guardian.
- Contact Us. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to email@example.com. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us.
Section 26 above sets out various miscellaneous provisions, including whether or not these terms can be assigned to someone else and how these terms are interpreted.
- Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc ("Apple"). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to us accordance with the "Information or Complaints" section above. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple's iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple's App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.
Section 27 above is relevant to iOS apps; Apple requests that we include these Apple-specific terms in this Agreement.