Upatune.com is a social networking service that allows Artist/Band Members to share their original selfproduced music to other Artist/Band Members and Fan Members. The services offered by upatune.com ("upatune.com" or "we") include the upatune.com website (the "Upatune website") and any other features, content, or applications offered from time to time by upatune.com in connection with the Upatune Website (collectively, the "Upatune services"). The Upatune services are hosted in Denmark.
This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Upatune Services. By using the Upatune Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Upatune Website) or you are a "Member" (which means that you have registered with upatune.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the Upatune Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Upatune Website and discontinue use of the Upatune Services immediately. If you wish to become a Member, communicate with other Members and make use of the Upatune Services, you must read this Agreement and indicate your acceptance during the Registration process.
This Agreement includes upatune.com's policy for acceptable use of the Upatune Services and Content posted on the Upatune Website, your rights, obligations and restrictions regarding your use of the Upatune Services and upatune.com's Privacy Policy. In order to participate in certain Upatune Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Upatune Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: contact@upatune.com, Subject: Terms of Use Agreement.
Upatune.com may modify this Agreement from time to time and such modification shall be effective upon posting by upatune.com on the Upatune Website. You agree to be bound to any changes to this Agreement when you use the Upatune Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
Please choose carefully the information you post on Upatune.com and that you provide to other Users. Your Upatune.com profile may not include the following items: telephone numbers, street addresses, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Upatune.com Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Upatune.com assumes no responsibility or liability for this material. If you become aware of misuse of the Upatune Services by any person, please contact Upatune.com.
Upatune.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Upatune Services at any time, for any or no reason, with or without prior notice, and without liability.
1. Eligibility. Use of and Membership in the Upatune Services is void where prohibited. By using the Upatune Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Upatune Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 18 years of age.
2. Term. This Agreement shall remain in full force and effect while you use the Upatune Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Profile Settings page. Upatune.com may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect.
3. Fees. You acknowledge that Upatune.com reserves the right to charge for the Upatune Services and to change its fees from time to time in its discretion. If Upatune.com terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.
4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Upatune.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
5. Non-commercial Use by Members. The Upatune Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Upatune.com. Illegal and/or unauthorized use of the Upatune Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Upatune Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Upatune Services.
6. Proprietary Rights in Content on Upatune.com.
1. Upatune.com does NOT claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the Upatune Services. After posting your Content to the Upatune Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the Upatune Services, you hereby grant to Upatune.com a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Upatune Services.
Without this license, Upatune.com would be unable to provide the Upatune Services. For example, without the right to modify Member Content, Upatune.com would not be able to digitally compress music files that Members submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform Member Content, Upatune.com could not allow Users to listen to music posted by Members. The license you grant to Upatune.com is non-exclusive (meaning you are free to license your Content to anyone else in addition to Upatune.com), fully-paid and royalty-free (meaning that Upatune.com is not required to pay you for the use on the Upatune Services of the Content that you post), sublicensable (so that Upatune.com is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Upatune Services), and worldwide (because the Internet and the Upatune Services are global in reach). This license will terminate at the time you remove your Content from the Upatune Services. The license does not grant Upatune.com the right to sell your Content, nor does the license grant Upatune.com the right to distribute your Content outside of the Upatune Services.
2. You represent and warrant that: (i) you own the Content posted by you on or through the Upatune Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Upatune Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other money owing any person by reason of any Content posted by you to or through the Upatune Services.
3. The Upatune Services contain Content of Upatune.com ("Upatune.com Content"). Upatune.com Content is protected by copyright, trademark, patent, trade secret and other laws, and Upatune.com owns and retains all rights in the Upatune.com Content and the Upatune Services. Upatune.com hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Upatune.com Content (excluding any software code) solely for your personal use in connection with viewing the Upatune Website and using the Upatune Services.
4. The Upatune Services contain Content of Users and other Upatune.com licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Upatune Services.
7. Content Posted.
1. Upatune.com may delete any Content that in the sole judgment of Upatune.com violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Upatune.com assumes no responsibility for monitoring the Upatune Services for inappropriate Content or conduct. If at any time Upatune.com chooses, in its sole discretion, to monitor the Upatune Services, Upatune.com nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
2. You are solely responsible for the Content that you post on or through any of the Upatune Services, and any material or information that you transmit to other Members and for your interactions with other Users. Upatune.com does not endorse and has no control over the Content. Content is not necessarily reviewed by Upatune.com prior to posting and does not necessarily reflect the opinions or policies of Upatune.com. Upatune.com makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.
8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Upatune Services. Upatune.com reserves the right to investigate and take appropriate legal action against anyone who, in Upatune.com's sole discretion, violates this provision, including without limitation, removing the offending communication from the Upatune Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Upatune.com:
1. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
2. harasses or advocates harassment of another person;
3. exploits people in a sexual or violent manner;
4. contains nudity, violence, or offensive subject matter or contains a link to an adult website;
5. solicits personal information from anyone under 18;
6. provides any telephone numbers, street addresses, last names, URLs or email addresses;
7. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
8. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
9. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
10. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
11. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
12. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
13. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
14. includes a photograph of another person that you have posted without that person's consent; or
15. for band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile.
The following is a partial list of the kind of activity that is illegal or prohibited on the Upatune Website and through your use of the Upatune Services. Upatune.com reserves the right to investigate and take appropriate legal action against anyone who, in Upatune.com's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
1. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
2. advertising to, or solicitation of, any Member to buy or sell any products or services through the Upatune Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Upatune Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Upatune.com reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Upatune.com deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, or other unsolicited communications of any kind through the Upatune Services, you acknowledge that you will have caused substantial harm to Upatune.com, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Upatune.com $50 for each such unsolicited email or other unsolicited communication you send through the Upatune Services;
3. covering or obscuring the banner advertisements on your personal profile page, or any Upatune.com page via HTML/CSS or any other means;
4. any automated use of the system, such as using scripts to send comments or messages;
5. interfering with, disrupting, or creating an undue burden on the Upatune Services or the networks or services connected to the Upatune Services;
6. attempting to impersonate another Member or person;
7. for band profiles, copying the code for your Upatune Player and embedding it into other profiles or asking other Members to embed it into their profiles;
8. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
9. selling or otherwise transferring your profile;
10. using any information obtained from the Upatune Services in order to harass, abuse, or harm another person;
11. displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Upatune Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose; or
12. using the Upatune Services in a manner inconsistent with any and all applicable laws and regulations.
9. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Upatune.com to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to Upatune.com by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Upatune Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Upatune Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. For notice of claims of copyright infringement upatune.com can be reached at copyright@upatune.com.
10. Member Disputes. You are solely responsible for your interactions with other Upatune.com Members. Upatune.com reserves the right, but has no obligation, to monitor disputes between you and other Members.
11. Privacy. Use of the Upatune Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
12. Disclaimers. Upatune.com is not responsible for any incorrect or inaccurate Content posted on the Upatune Website or in connection with the Upatune Services, whether caused by Users of the Upatune Services or by any of the equipment or programming associated with or utilized in the Upatune Services. Profiles created and posted by Members on the Upatune Website may contain links to other websites. Upatune.com is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Upatune.com. Inclusion of any linked website on the Upatune Services does not imply approval or endorsement of the linked website by Upatune.com. When you access these third-party sites, you do so at your own risk. Upatune.com takes no responsibility for third party advertisements which are posted on this Upatune Website or through the Upatune Services, nor does it take any responsibility for the goods or services provided by its advertisers. Upatune.com is not responsible for the conduct, whether online or offline, of any User of the Upatune Services. Upatune.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Upatune.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Upatune Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Upatune Services. Under no circumstances shall Upatune.com be responsible for any loss or damage, including personal injury or death, resulting from use of the Upatune Services, attendance at a Upatune.com event, from any Content posted on or through the Upatune Services, or from the conduct of any Users of the Upatune Services, whether online or offline. The Upatune Services are provided "AS-IS" and as available and Upatune.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Upatune.com cannot guarantee and does not promise any specific results from use of the Upatune Services.
13. Limitation on Liability. IN NO EVENT SHALL UPATUNE.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF UPATUNE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UPATUNE.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO UPATUNE.COM FOR THE UPATUNE SERVICES DURING THE TERM OF MEMBERSHIP.
14. Danish Export Controls. Software available in connection with the Upatune Services (the "Software") is further subject to Danish export controls. No Software may be downloaded from the Upatune Services or otherwise exported or re-exported in violation of Danish export laws. Downloading or using the Software is at your sole risk.
15. Disputes. If there is any dispute about or involving the Upatune Services, you agree that the dispute shall be governed by the laws of the State of Denmark, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of Denmark. Either Upatune.com or you may demand that any dispute between Upatune.com and you about or involving the Upatune Services must be settled by arbitration utilizing the dispute resolution procedures of the Danish law provided that the foregoing shall not prevent Upatune.com from seeking injunctive relief in a court of competent jurisdiction.
16. Indemnity. You agree to indemnify and hold Upatune.com, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Upatune Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Upatune Website or through the Upatune Services causes Upatune.com to be liable to another.
17. Other. This Agreement is accepted upon your use of the Upatune Website or any of the Upatune Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Upatune.com regarding the use of the Upatune Services. The failure of Upatune.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Upatune.com is a trademark of Upatune, I/S. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Uploading music copyrigthed by others
By accepting this Agreement you agree that if you upload music of which you do not own the legal copyrights, you and you alone can be held responsible. Money you have received from Upatune.com via music copyrighted by others than you, are the property of the rightfull owners.
If you as a musician are a member of an organization that administers your international composer and/or publisher rights, you need to confirm with your organization that you are allowed to upload music to upatune.com before uploading music to upatune.com. Upatune.com cannot be held responsible for any musicians uploading music they do not hold hold the publisher rights for. You, and you alone will be held responsible for this violation.
Money distribution at upatune.com.
By accepting this Agreement you agree that you have no influence on the money distributed from Upatune.com. Money distributed to your Upatune.com account can be retrieved to Upatune.com without any prior notice. You cannot claim this money. The money distributed at upatune.com varies depending on the generated profit at each period (a period can be of any lenght, is determined by Upatune.com and can be changed by Upatune.com). You agree to have no influence on the amount of money distributed. Upatune.com is not required to distribute any money at any time. All the money at Upatune.com are the ownership of Upatune.com, and any money distribution will be determined by Upatune.com. The amount of money can be as little as no money at all for the whole duration of your membership. This i solely up to Upatune.com to decide.
