Songtrust® Marketplace Program Terms
As of November 15, 2019
Welcome to Songtrust® Marketplace, a service offered by ST Music LLC (“Songtrust,” “we,” or “us”) which allows qualified Songtrust clients who have earned as-yet unpaid royalties to obtain a gift card, e-gift card, discount or credit code, claim code, or similar redeemable offering from one or more of our retail, bank, or other participating business partners (“Gift Card”) under certain circumstances. This document (this “Agreement” or the “Marketplace Terms”) explains the terms and conditions governing the Songtrust Marketplace and the Gift Card offering (collectively the “Marketplace”). By accessing or using the Marketplace or by electing to receive a Gift Card, you signify that you have read, understood, and agree to be bound by these Marketplace Terms, which supplement and incorporate the Songtrust website terms of service and the user agreement governing your registration and use of the Songtrust service.
THESE MARKETPLACE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS-ACTION WAIVER, WHICH DETERMINE HOW DISPUTES WITH SONGTRUST MAY BE RESOLVED. BY USING THE MARKETPLACE, YOU ACCEPT THESE MARKETPLACE TERMS AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION AND CLASS-ACTION WAIVER BELOW.
We reserve the right to amend these Marketplace Terms at any time by notifying you as provided in the User Agreement, provided that no notice shall be required or given for non-substantive changes. If we substantively amend these Marketplace Terms, we will give you notice by email or other notice informing you of such changes, and you may reject the changes by terminating your account. We will also reflect the effective date of the amended terms at the top of this document. Your continued use of the Marketplace after any such change constitutes your acceptance of the new Marketplace Terms. If you do not agree to the Marketplace Terms, do not use or access (or continue to access) the Marketplace and terminate your account. These Marketplace Terms apply to each visitor, user, and anyone who accesses the Marketplace (“User(s)”).
If your account on the Songtrust client dashboard accurately reflects that royalties or Net Sums of at least Fifty Dollars ($50) are payable to you at the next regularly scheduled Songtrust accounting and payment period, then you may request that some or all of such royalties, up to a maximum of One Thousand Dollars ($1,000), be paid to you in the form of a Gift Card rather than in cash, in available increments for the particular Gift Card. If you request an amount greater than the royalties that are due to you, we may nevertheless issue a Gift Card to you for the maximum amount of royalties actually due to you, taking into account available increments for the particular Gift Card.
During the second month of each calendar quarter (i.e., February, May, August and November) you may elect to receive a Gift Card by completing the applicable form on the Songtrust website. If you qualify and timely complete the applicable form, Songtrust will endeavor to issue you the Gift Card earlier than your cash Net Sums for the preceding period would otherwise be paid. For example, if in November of a given year, you complete and submit a valid application to receive a Gift Card, you will receive that Gift Card before December 31st.
In some instances, we may offer an incentive of an additional percentage (which will be stated where applicable) to the value of the Gift Card. Purely as an illustrative example, if we are offering a two percent (2%) incentive and you choose to receive a One Hundred Dollar ($100) Gift Card, then we will provide you with a One Hundred Dollar ($100) Gift Card, while deducting only Ninety-Eight Dollars ($98) of your earned and payable Net Sums from your balance. It is within Songtrust’s sole discretion to determine which Gift Cards, if any, qualify for an additional bonus, and the amount of the bonus, if any. The percentages and Gift Cards eligible for an additional percentage are subject to change at anytime in Songtrust’s sole discretion.
By requesting and receiving a Gift Card, you are acknowledging and agreeing that the royalty statement corresponding to such Gift Card is accurate and binding, and such royalty statement will not be subject to your objection for any reason. Apart from the value of any Gift Card(s) issued to you, the remaining Net Sums in your account (if any) shall be paid to you as per your User Agreement. For the avoidance of doubt, if you elect to receive a Gift Card, the applicable Net Sums will not also be paid to you in cash. Notwithstanding the foregoing, Songtrust may suspend your ability to request Gift Cards for any reason in its sole discretion.
In the event that Songtrust has, in our reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent, infringing and/or illegal activities, in addition to any other remedy Songtrust may have pursuant to this agreement or otherwise, you acknowledge that Songtrust, in our sole discretion, may deem the sum of any issued Gift Cards to be recoupable against any and all future payments of your share of Net Sums or may charge such amount to the credit card information you have authorized Songtrust to keep on file.
This Marketplace and Gift Cards are intended solely for Users who are U.S. residents eighteen (18) years of age or older, and any registration, use or access to the Marketplace by anyone under 18 is strictly prohibited and in violation of this Agreement. If we become aware that you are using the Marketplace even though you are under 18, we will deactivate your account.
By accessing or using the Marketplace and requesting a Gift Card, you affirm that you are at least eighteen (18) years of age and a resident of the United States of America. You represent that you are fully able and competent to enter into and comply with the terms and conditions in the Marketplace Terms. The Marketplace is not directed to children under 18, so if you are under 18 years of age, you are not permitted to access or use the Marketplace or any Gift Cards. The Marketplace is not available to any Users previously removed from the Marketplace by Songtrust.
C. Marketplace and Gift Card Rules
As a User of the Marketplace, You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Marketplace in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots or bots,” “spiders,” “offline readers,” etc., to access the Marketplace; or (iii) making a false claim.
Gift Cards may be subject to additional terms, conditions, and limitations on use imposed by the issuer or vendor. For example, you may be notified of such additional terms by Songtrust at the time that the Gift Card is made available to you, or such terms and conditions may be printed on physical Gift Cards or accompanying documentation or materials. Gift Cards are not returnable or refundable for cash. If lost, replacement requests may be reviewed on a case-by-case basis and are subject to the vendor’s approval in its discretion. Vendors may void or reject any Gift Card that is suspected to have been obtained or created by fraud, deception, data breach, account compromise, or any other improper or illegal conduct. You will be responsible for all transactions using your Gift Card and all taxes associated with your receipt and use of Gift Cards.
Users are solely responsible for their interactions with retailers and card issuers, if any. Songtrust shall have no liability for your interactions with retailers or card issuers, or for any User’s action or inaction.
D. Suspension and Termination.
Songtrust may temporarily or permanently suspend, or terminate the Marketplace program, or otherwise refuse to permit your access to the Marketplace without notice and liability for any reason, including if, in Songtrust’s sole determination, you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
E. Marketplace Changes
All aspects of the Marketplace are subject to change or elimination at Songtrust’s sole discretion. Songtrust reserves the right to interrupt the Marketplace with or without prior notice for any reason or no reason. You agree that Songtrust will not be liable to you for any interruption of the Marketplace, delay or failure to perform.
Songtrust® is a registered service mark of ST Music LLC. The Marketplace and all materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content (excluding your User Content, the “Songtrust Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Songtrust and its licensors. Except as explicitly provided herein, nothing in this Songtrust® Marketplace Program Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Marketplace . Use of the Songtrust Content or materials on the Marketplace for any purpose not expressly permitted by this Songtrust® Marketplace Program Terms is strictly prohibited.
You may choose to, or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Marketplace or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and you grant Songtrust a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to fully use and exploit the Feedback without any additional compensation or obligation to you, including to disclose the Feedback to anyone. You further acknowledge that, by acceptance of your submission, Songtrust does not waive any rights to use similar or related ideas.
The security safeguards that we use to protect your data vary based on the sensitivity of the information that we collect, process and store and the current state of technology. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
You agree to and do hereby indemnify and hold harmless on demand Songtrust and its affiliates, agents, representatives, members, shareholders, Gift Card vendors, and their respective employees, contractors, agents, officers and directors, members, and managers from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Marketplace and Gift Cards, including without limitation any purchases or other transactions, and data or content transmitted or received by you. Songtrust reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Songtrust’s defense of such matters.
THE MARKETPLACE AND GIFT CARDS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE MARKETPLACE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MARKETPLACE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SONGTRUST, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE MARKETPLACE WILL MEET YOUR REQUIREMENTS; THAT THE MARKETPLACE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE MARKETPLACE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN THE EVENT A GIFT CARD IS NON-FUNCTIONAL, USER’S SOLE REMEDY, AND OUR AND THE VENDOR’S SOLE LIABILITY, WILL BE THE REPLACEMENT OF A GIFT CARD OR PAYMENT FOR THE VALUE OF THE GIFT CARD, IN THE VENDOR’S SOLE DISCRETION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SONGTRUST, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE VALUE OF YOUR TOTAL GIFT CARDS RECEIVED VIA THE MARKETPLACE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NONE, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND SONGTRUST’S REASONABLE CONTROL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SONGTRUST ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR MARKETPLACE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MARKETPLACE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR MARKETPLACE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE MARKETPLACE; (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; (VIII) LOST OR STOLEN, OR OTHERWISE UN-REDEEMABLE GIFT CARDS; AND/OR A RETAILER’S REFUSAL OR FAILURE TO HONOR A GIFT CARD PURCHASED THROUGH THE MARKETPLACE .
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SONGTRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Marketplace is controlled and operated from its facilities in the United States. Songtrust makes no representations that the Marketplace is appropriate or available for use in other locations. Those who access or use the Marketplace from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Marketplace if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Marketplace are solely directed to individuals, companies, or other entities located in the United States.
These Marketplace Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Songtrust without restriction.
Governing Law. You agree that: (i) the Marketplace and related Gift Card services shall be deemed solely based in the State and City of New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Songtrust, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and Songtrust that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in New York County, New York unless submitted to arbitration as set forth in the following paragraph. All references in these Marketplace Terms to Dollars shall mean U.S. Dollars.
Arbitration. For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than Ten Thousand Dollars ($10,000), the parties agree to resolve the dispute through binding non-appearance-based arbitration. The party bringing a claim shall initiate the arbitration through Judicial Arbitration and Mediation Services (“JAMS”) according to the arbitration procedures established by JAMS. JAMS and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Waiver of Jury Trial. For claims or disputes where the award sought is equal to or in excess of Ten Thousand U.S. Dollars ($10,000), the parties expressly waive all rights to trial by jury, and further agree to submit to a trial heard by one judge sitting in a court of competent jurisdiction in New York County, New York.
No Class Action. Songtrust and the User each agree that any dispute under the Marketplace Terms or related to the Marketplace or Gift Cards in any manner will be brought in the parties’ respective capacities as individual parties, and not as a plaintiff or member of a class or purported class, representative proceeding, or association.
Notification Procedures. Songtrust may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes (e.g., in the case of any substantive changes to this Agreement), to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on the Songtrust Site or the client dashboard, as determined by Songtrust in our sole discretion. Songtrust reserves the right to determine the form and means of providing notifications to our Users. Songtrust is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.