MEMBERSHIP AGREEMENT
SoundCentralStation.com is an online networking website for the independent music community that allows participating Members to create unique online profiles about their band, music, performances and businesses.
Special features also allow Members to announce upcoming music events, find, listen to and play music, and to make connections with people in the music business. The services offered by
SoundCentralStation.com include the SoundCentralStation.com website,
global calendar of music events, and many other features, content or applications designed to connect you to the people you want to meet in the music business. By visiting, enrolling or otherwise utilizing any
of the services offered by Sound CentralStation.com (the “Website”), you acknowledge that you have read and understood the Membership Agreement and you agree to be bound by all of its terms. You also acknowledge
that you have had an opportunity to review the Privacy Policy of SoundCentralStation.com or that it has been made available to you. If you do not
agree to the terms of this Agreement, then do not click the “submit” button during the enrollment process or continue to utilize the services provided by the Website. Any continued use of the Website following the
posting of any changes or modifications to this Agreement constitutes your acceptance of such modifications.
Set forth below are the terms and conditions governing use of the SoundCentralStation.com website. As used herein, SoundCentralStation.com refers to Harmony Studios, Inc., the sole operator and owner of the Website. This Agreement constitutes a legally binding agreement between Harmony Studios, Inc., a New York
corporation (referred to as “we,” “us,” or “Harmony”) and you (whether you are an individual or the representative of a performing group, band, artist, individual, business entity or association). You may receive a copy of this agreement by emailing us:info@soundcentralstation.com
1. Registration and Eligibility. You represent that you are a person of legal age in the state or country in which you live (generally at least 18 to 21, depending upon the state or country) and a legal resident of the United States and its territories (and if you live outside the United States, a legal resident of the country in which you reside). You represent and warrant that all the information you submit is truthful and accurate and that you will maintain the accuracy of such information.
2. License and Site Access. . We grant you a non-exclusive, revocable and nontransferable license to access, and make personal use of the Website subject to the terms of this Agreement. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement.
3. Member Obligations
You shall use the Website for lawful purposes only. You are solely responsible for the content and any transmissions you make to the Website or any materials you add to the Website (or that are made or added using your password).
4. Discontinuation, Suspension or Termination of Use. We may, in our sole discretion, at any time:
a. discontinue any service or program featured on the Website;
b. change, discontinue or limit access to any functionality, feature or other component of the Website;
c. suspend or terminate your use of or access to the Site upon giving you notice of such termination or suspension.
5. Ownership of Materials. You shall retain full ownership of any and all materials you submit to us, subject only to the rights and licenses you grant to
us pursuant to this Agreement and as provided in Paragraph 6 below. If you believe that materials in which you hold an interest have been posted to the Website or
otherwise submitted to us without your permission, you hereby agree to immediately notify our Copyright Agent.
6. Copyright and Trademarks.
a. a. All materials on the Website, including, without limitation, text, images, software, audio and video clips, databases, e-mails, and posted comments
and review (collectively, the “Content”) are owned or controlled by us and/or our licensors, which retain all right, title and interest in and to the
Content for use on SoundCentralStation.com. Your posting of material on the Website or providing material to us to use on the Website will be deemed a
non-exclusive, perpetual, unrestricted license by you to us of the material, including the right to reproduce, publish, distribute, perform, display,
and transmit the material, and you waive all rights of attribution and integrity with respect to the material. Should Harmony wish to make use of any
member’s content for any use outside of SoundCentralStation.com, Harmony will first obtain expressed written consent from the member for such use.
The Website and Content are protected by the copyright and
trademark laws of the United States and other countries, international conventions, and other applicable laws.
b. Yb. You agree to post only material that is yours; that is post only material to which you own the copyright or have the express written consent of
the copyright holder. Material posted without permission will be removed if we learn of such posting without our express permission. You may not download,
display, reproduce, create derivative works from, transmit, sell, distribute, or in any way exploit
the Website or any portion thereof for any public or commercial use without our express written permission.
You agree not to use any trademarks, service marks, names, logos, or other identifiers of
SoundCentralStation.com or our employees, licensors, independent contractors, providers and
affiliates (collectively, “Affiliates”) without our prior written permission or the permission of the relevant Affiliate. In addition, you may not use our trademarks:
(a) in, as, or as part of, your own trademarks or those of any third party;
(b) to identify products or services that are not those of
SoundCentralStation.com;
(c) in a manner likely to cause confusion; or
(d) in a manner that implies inaccurately that we sponsor or endorse or are otherwise
Connected with your own activities, products and services or those of third parties
'SoundCentralStation', and other related marks used on this Website are service marks of Harmony Studios, Inc.
7. Communicating With the Website. We expect you to use only language appropriate for
general conversation, with no insulting, racist, obscene or sexually explicit remarks.
You are solely responsible for the content of any transmissions you make to the Website or any materials you add to the Website (or that are made or added using your password)
(the “Communications”). You shall not upload to, or distribute to, or otherwise publish (or permit uploading, distribution or
other publishing using your password) to the Website any communication which
(i) constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
(ii) is obscene, indecent, pornographic, profane, sexually explicit, or abusive;
(iii) constitutes or contains false or misleading indications of origin or statements of fact;
(iv) slanders, libels or defames any person or entity;
(v) causes injury of any kind to any person or entity;
(vi) infringes or violates the intellectual property rights, contract rights, or any other rights of any third party;
(vii) violates any applicable laws, rules or regulations; or
(viii) contains software viruses or any other malicious code designed to interrupt, damage, destroy or limit
the functionality of any computer software or hardware or to damage or obtain unauthorized access to any data
or other information of any third party.
You acknowledge that conduct prohibited in connection with any online chat rooms or forums includes, but is not limited to, impersonation of other people and breaching or
attempting to breach the security of the Website. We do not endorse or accept any Communications as our own or representative of our views. We reserve the right,
though we do have the obligation, to remove without notice any posting that we consider to be in violation of these terms of agreement or diminish the value of this
online community. This includes postings that defame, insult, harass anyone or that are in any way abusive.
8. Your Password and Responsibility. If you become a Member, as part of the registration process, you will select a password. You are solely responsible
for maintaining the confidentiality of any password you use to access the Website and agree that we will have no obligations with regard thereto. You agree not to
assign, transfer or sublicense your rights as a user to the Website.
9. Age Restrictions
You represent and warrant to Harmony that you are at least eighteen (18) years old and that you possess the legal right and ability to enter into this Agreement and
to use the Website in accordance with this Agreement.
10. Links to Other Sites. The Website may contain links and pointers to other sites on the Internet that may be maintained by third parties. Such links do
not constitute an endorsement by us of any third-party site or any materials contained therein. We do not control, and are not responsible for, the availability or
accuracy of such third-party sites or any information, content, products or services accessible from such third –party sites.
11. Forums. We may make available to Members or other users of the Website, e-mail notices, newsletters, chat rooms, message boards, bulletin board services
or other interactive communication facilities by means of the Website (such facilities collectively referred to herein as the “Forums”). We cannot review all communications
made on or through the Website. However, we reserve the right, but not the obligation, to monitor the Forums and edit, modify or delete any materials which we, in our sole
discretion, determine to violate this Agreement or to be in any way offensive or contrary to any of our policies.
12. Indemnifications. You hereby agree to indemnify, defend and hold us harmless from and against any and all liability and costs incurred by us in connection with
any claim arising out of any breach or alleged breach of any of your obligations set forth herein. You shall cooperate as fully as reasonably required in the defense of any claim.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event
settle any matter without our prior written consent.
13. DISCLAIMER OF WARRANTIES. THE SERVICE AND WEBSITE ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WEBSITE (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, SERVICES, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) ARE PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, SECURITY, ACCURACY, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO ANY NEGLIGENCE BY US. WE MAKE NO WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE WEBSITE OR SERVER ON WHICH THE WEBSITE IS OPERATED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEVERTHELESSS, WE WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE WEBSITE FREE OF VIRUSES, WORMS, TROJAN HORSES AND OTHER HARMFUL COMPONENTS.
14. LIMITATION OF LIABILITY. USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR UPLOADING, DOWNLOADING AND /OR USE OF FILES, INFORMATION, COMMUNICATIONS, CONTENT, OR OTHER MATERIALS (INCLUDING WITHOUT LIMITATION, SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE SITE. UNDER NO CIRCUMSTANCES SHALL WE ,OR ANY OF OUR PROVIDERS OF TELECOMMUNICATIONS OR NETWORK SERVICES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABLITY IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY YOU FOR ACCESS AND USE OF THE WEBSITE. YOU HEREBY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITES AND CLAIMS IN EXCESS OF THIS LIMITATION.
15. Termination. In addition to any other rights of the parties set forth herein, either you or us may cancel or terminate your access to the Website. We also reserve the right to restrict, suspend or terminate your access to the Website in whole or in part, immediately and without notice, with respect to any breach or threatened breach of the terms of this Agreement.
16. Modifications.
(a) To the Agreement: We have the right to modify our terms of service and any of our policies affecting the Website. Any modification is effective as of the beginning of the month following the posting to the Website or distribution via electronic or conventional mail. Your continued use of the Website following notice of any modification to these terms shall be conclusively deemed an acceptance of such modifications. Your only right with respect to any dissatisfaction with any modification made pursuant to this provision, or any of our policies or practices in providing the Website, including without limitation
(i) any change in the Content, or
(ii) any change in the amount or the type of fees associated with the use or access of the Website,
is to cancel your membership.
(b) To the Website: We have the right to modify, suspend or discontinue the Website or any portion thereof at any time, including the availability of any area of the Website. We may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability.
17. Privacy. Use of the Website and our services is also governed by our Privacy Policy, which is incorporated into this Agreement by reference.
18. Use of Photographs and Video Clips. To promote the music activities of our members and others in the music business, we are proud to feature their photos and video clips on our Website, from time to time. However, if anyone whose photo or image appears on our Website would like to have it removed for any reasons, we would be happy to honor that request. Please send such request to us by email: info@soundcentralstation.com
19. Acceptance of Electronic Agreement. You agree that this Agreement has the legal force and effect of a written contract with your written signature and that it satisfies any statutes that require a writing or signature, including any applicable statute of frauds. In addition, you agree not to challenge the validity, enforceability or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized. You acknowledge that you have had the opportunity to print or receive a written copy of this Agreement.
20. General. This Agreement represents the entire agreement of the parties with respect to the Website and supersedes all prior or contemporaneous agreements or representations, written or oral. Our failure to enforce any provisions shall not be construed as a waiver of any provision or right. Interpretation and enforcement of this Agreement shall be governed by the laws of the state of New York. You consent irrevocably to personal jurisdiction in the federal and state courts of New York for any action arising out of or relating to your use of the Website. The federal and state courts of New York shall have exclusive jurisdiction over all such actions without regard to conflict of law provisions. In the event that any portion or provision of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.
21. Digital Millennium Copyright Act of 1998 (“DMCA”) and Copyright Policy.
If you believe a third party has posted material on our Website that infringes your copyright, you must report such claimed infringement to our designated copyright agent for notification of claimed infringement, the contact information for whom is set forth below.
Reporting a Claim of Infringement: You must send your written notice addressed to our agent and provide the following information as required by the DMCA:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner
of an exclusive right that is allegedly infringed;
(ii) Identification of the copyright work claimed to have been infringed, or, if multiple copyright works at a single online site are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
(iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as address, phone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material complained of is not authorized by the copyright owner, its agent, or the law;
(vi) A statement that the information in the notification is accurate and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon Receipt of a Valid Claim: Upon receipt of a claim providing the required information specified above, we will undertake to have the disputed material removed or otherwise disable access from our Website. We will also notify the user who posted the allegedly infringing material that we have removed or disabled access to the material.
Counter Notification to Claimed Copyright Infringement
If you are a SoundCentralStation.com user and believe that material that you have posted on our Website has been incorrectly removed following an infringement complaint, you may file a counter notification with our Copyright Agent, the contact information for whom is set forth below. As required by the DMCA, the counter notification must include the following information:
(i) A physical or electronic signature of the subscriber;
(ii) Identification of the material that has been removed or to which access has been
disabled and the location at which the material appeared before it was removed or access to it was disabled;
(iii) A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(iv) The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.
Our Designated Copyright Agent:
Daniel Shatzkes
Email: info@SoundCentralStation.com
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