SongMatch.org Terms of Service

1. Definitions

2. Eligibility

To use the Platform, you must:

• Be at least 18 years old or the age of majority in your jurisdiction.
• Have the legal capacity to enter into binding contracts.
• Not be barred from using the Platform under applicable law or these Terms.
• If acting on behalf of an entity (e.g., a company), have the authority to bind that entity to these Terms.

3. User Accounts

3.1 Registration

• Creators: Must register an account by providing accurate information, including email, password, full name, state/province, and country, and agree to these Terms and the Privacy Policy.
• Viewers and Admins: Are granted access by SongMatch.org or an authorized Admin, subject to verification.
• You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.
• Notify SongMatch.org immediately at Songmatch of any unauthorized use of your account.

3.2 Account Types

• Creator Accounts: Allow uploading Tracks for potential non-exclusive licensing. Creators must confirm ownership, indemnification, and non-exclusive terms during upload.
• Viewer Accounts: Provide access to the catalog for reviewing Tracks and contacting Creators. Viewers must be approved by SongMatch.org or an Admin.
• Admin Accounts: Enable management of the Platform, including Tracks, user accounts, and catalog access. Admins are designated by SongMatch.org.

3.3 Account Termination

• SongMatch.org may suspend or terminate your account for violations of these Terms, including providing false information, infringing intellectual property, or engaging in prohibited conduct.
• You may terminate your account by contacting Songmatch. Upon termination, your Content may be removed, subject to Section 6.
• SongMatch.org will provide notice of termination where feasible, except in cases of egregious violations.

4. Content Ownership and Licensing

4.1 Creator Representations and Warranties

By uploading a Track, you represent and warrant that:

• You own or control 100% of the master recording, composition, and publishing rights to the Track, or have obtained all necessary permissions from rights holders.
• The Track does not infringe any third-party intellectual property rights, including copyrights, trademarks, or rights of publicity.
• The Track complies with all applicable laws and does not contain unlawful, defamatory, or harmful material.
• You have the authority to grant non-exclusive Sync Licenses for the Track.

4.2 Grant of License to SongMatch.org

• By uploading a Track, you grant SongMatch.org a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, display, and distribute the Track on the Platform solely to enable Viewers to review and contact you for licensing opportunities.
• This license terminates when you remove the Track from the Platform, except for any existing Sync Licenses negotiated with Viewers.

4.4 Content Removal

• You may remove your Tracks from the Platform at any time, subject to existing Sync Licenses.
• SongMatch.org may remove Content that violates these Terms, infringes third-party rights, or for any other reason at our discretion, with notice where feasible.

5. Fees and Payments

5.1 Upload Fees

• Creators may be required to pay a fee (e.g., $5 per Track) to upload Tracks, as indicated during the upload process.
• Fees are non-refunded, except in cases of technical failures preventing upload, as determined by SongMatch.org.

5.2 Licensing Fees

• Fees or royalties for Sync Licenses are negotiated directly between Creators and Viewers. SongMatch.org does not collect or distribute licensing fees.
• SongMatch.org may offer payment processing services for licensing fees in the future, subject to separate terms.

6. Intellectual Property

6.1 SongMatch.org's Intellectual Property

• The Platform, including its design, code, trademarks, logos, and content (excluding User Content), is owned by SongMatch.org or its licensors and protected by copyright, trademark, and other laws.
• You may not use SongMatch.org's intellectual property without prior written consent, except for personal, non-commercial use of the Platform.

6.2 User Content

• You retain ownership of your Content, subject to the licenses granted in Section 4.2.
• You are solely responsible for ensuring your Content does not infringe third-party rights.

6.3 DMCA and Copyright Infringement Policy

• SongMatch.org complies with the U.S. Digital Millennium Copyright Act (DMCA) and South African copyright laws. If you believe Content on the Platform infringes your copyright, submit a notice to Songmatch with:
  • A description of the copyrighted work.
  • The location of the infringing material on the Platform.
  • Your contact information.
  • A good-faith statement that the use is not authorized.
  • A statement, under penalty of perjury, that you are the owner or authorized to act.
  • Your electronic or physical signature.
• SongMatch.org will investigate and may remove infringing Content. Repeat infringers may have their accounts terminated.
• Counter-notices may be submitted under DMCA procedures.

7. Indemnification

8. Limitation of Liability

• To the maximum extent permitted by law, SongMatch.org and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or business opportunities, arising from your use of the Platform, even if advised of the possibility of such damages.
• SongMatch.org's total liability for any claim arising from these Terms or the Platform shall not exceed the fees paid by you to SongMatch.org (e.g., upload fees) in the six months preceding the claim.
• SongMatch.org is not responsible for disputes between Creators and Viewers, including those related to Sync Licenses.

9. Disclaimers

• As-Is Basis: The Platform is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. SongMatch.org takes reasonable measures to ensure security and uptime but does not guarantee uninterrupted or error-free operation.
• No Guarantee of Licensing: SongMatch.org does not guarantee that Tracks will be licensed, generate revenue, or receive exposure.
• Third-Party Services: The Platform may integrate third-party services (e.g., payment processors, cloud storage). SongMatch.org is not responsible for their performance or policies.
• Content Responsibility: SongMatch.org does not verify the legality or accuracy of User Content. You use the Platform and enter Sync Licenses at your own risk.

10. Prohibited Conduct

You agree not to:

• Upload Content that infringes third-party rights or violates applicable law.
• Use the Platform for unlawful, fraudulent, or harmful purposes.
• Attempt to reverse-engineer, hack, or disrupt the Platform.
• Impersonate another person or entity.
• Use automated tools (e.g., bots, scrapers) to access or extract data without permission.
• Interfere with other Users' access to the Platform.

11. Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of South Africa, without regard to conflict of law principles, except where mandatory local laws apply (e.g., EU consumer protections).

11.2 Arbitration

• Any dispute arising from these Terms or your use of the Platform shall be resolved through binding arbitration in Johannesburg, South Africa, administered by the Arbitration Foundation of Southern Africa (AFSA) under its Commercial Arbitration Rules.
• You waive the right to bring claims in court (except as provided below) or participate in a class action.
• The arbitrator's decision is final and binding, subject to limited judicial review.
• Each party shall bear its own costs, except as otherwise determined by the arbitrator.

11.3 Exceptions

• Claims for injunctive relief (e.g., to stop unauthorized use of Content) may be filed in South African courts or other courts with jurisdiction.
• Small claims may be pursued in a small claims court in South Africa or your jurisdiction.

11.4 Informal Resolution

Before initiating arbitration, you agree to contact SongMatch.org at Songmatch to attempt informal resolution within 30 days.

12. Force Majeure

SongMatch.org is not liable for delays or failures due to events beyond our reasonable control, including natural disasters (e.g., earthquakes, floods), government actions (e.g., internet shutdowns, sanctions), or cyberattacks, provided we maintain reasonable security measures.

13. Termination

• SongMatch.org may suspend or terminate your access to the Platform for violations of these Terms, infringement of third-party rights, or other reasons at our discretion, with notice where feasible.
• You may terminate your account by contacting Songmatch. Upon termination, your Content may be removed, subject to existing Sync Licenses.
• Sections 4, 6, 7, 8, 9, 11, and 14 survive termination.

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any additional guidelines, constitute the entire agreement between you and SongMatch.org regarding the Platform.

14.2 Amendments

SongMatch.org may update these Terms by posting the revised version on the Platform, effective 14 days after posting. Continued use constitutes acceptance. We will notify Users of material changes via email or in-app alerts where feasible.

14.3 Severability and Survival

If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect. Sections related to intellectual property, indemnification, limitation of liability, and dispute resolution survive termination.

14.4 No Waiver

SongMatch.org's failure to enforce any provision does not waive that provision.

14.5 Assignment

You may not assign your rights or obligations under these Terms without SongMatch.org's prior written consent. SongMatch.org may assign these Terms at its discretion.

14.6 Notices

Notices to SongMatch.org should be sent to Songmatch. Notices to you may be sent to the email associated with your account.