Last Updated: February 1, 2021
These terms and conditions of service are entered into by and between you (“You” or the “Artist”) and Spare Music Inc. (“Spare Music” or “us”). The following terms together with any documents they expressly incorporate by reference (collectively, “Terms of Service”), govern the its access to and use of https://sparemusic.com/, including any content, functionality, and services offered on or through https://sparemusic.com/ (the “Platform”), as well as the relationship between you and Spare Music with respect to its use of the Platform and its submission of any Works (as hereinafter defined) to Spare Music.
This Platform is offered and available exclusively to users who 18 years of age or older. By using this Platform, you represent and warrant that you are at least 18 years of age and are legally capable form a binding contract with Spare Music. If you do not meet all of these requirements, you must not access or use the Platform.
Spare Music may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when Spare Music posts them, and apply to all access to and use of the Platform thereafter. Its continued use of the Platform following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
1. Artist Works; Distribution; Removal of Works.
a. From time to time, an Artist may upload musical compositions, audio files, writings, images, photographs, or other works of art (collectively, the “Works”) to the Platform. The submitting Artist must have worldwide distribution rights to any and all Works submitted to the Platform and all Works submitted on the Platform must be an original work of the submitting Artist. Upon submission of a Work to the Platform, the Artist will be required to provide certain information about the submitted Work, including, without limitation, a title for the Work, contributor information for the Work, any additional materials that are to be submitted to online stores in connection with such Work (such as cover artwork), and the Online Stores (as hereinafter defined) which the Artist would like the Works distributed to.
b. By agreeing to these Terms of Service, the Artist hereby engages Spare Music to: (i) process the Works into a format which makes the Works distributable to certain online distribution platforms or stores with which Spare Music has a relationship (such distribution platforms or stores, collectively, the “Online Stores”); and (ii) enter into agreements on behalf of the Artist with the Online Stores selected by the Artist (the “Selected Stores”) in order to distribute the works through such Selected Stores. While Spare Music will provide the Artist with the option to select which Online Stores the Artist would like to submit its Works to, Spare Music makes no guarantee that any Online Store will accept the Artist’s Works. The ultimate decision as to which Selected Stores the Artist’s work will be submitted to will be made in the sole discretion of Spare Music. Furthermore, it is understood and agreed that Spare Music may, in its sole and absolute discretion, to reject any Works submitted by the Artist at any time for any reason or for no reason. All decisions made by Spare Music with respect to any Work, including, without limitation, which Selected Stores to submit the Work to and any decision to reject any Work, shall be final and binding.
c. If the Artist wishes to have any of its uploaded Works removed from the Platform, the Artist may deliver written notice to Spare Music of its request to have its Works removed from Spare Music’s services and the Selected Stores. Spare Music shall endeavor to have all identified Works removed within (14) days of Spare Music’s receipt of such a request.
d. Spare Music reserves the right to remove any Work submitted by an Artist from the Platform and/or any Selected Stores for any reason or for no reason, including, without limitation, any violation by the Artist of these Terms of Service.
2. Subscription Based Accounts.
a. Artists can find a description of the subscription-based services options offered by Spare Music on Spare Music’s website https://sparemusic.com/pricing (the description of each listed plan, a “Service Plan Description”). Each Artist will select a subscription option when they create an account on the Platform. Certain options are provided to you free-of-charge. The service option that does not require payment is currently referred to as the “Free Subscription” Other options require payment (the “Paid Subscription”, and, together with the Free Subscription, collectively the “Service Plans” and individually a “Service Plan”), and generally will increase the Artist Royalties (as hereinafter defined) paid to Artists in connection with the distribution of the Artist’s Works. Paid Subscriptions are divided into multiple tiers, with a higher subscription fee being charged for higher-tier Paid Subscriptions. Spare Music reserve the right to modify, terminate or otherwise amend our offered Service Plans and/or Service Plan Descriptions at any time in accordance with these Terms of Service. Full details of the pricing and benefits of each of the Service Plans can be found in the Service Plan Descriptions
b. If the Artist elects to participate in a Paid Service Plan, the Artist shall be charged the amount ascribed to such Paid Service Plan in the applicable Service Plan Description (such fee, the “Subscription Fee”). The Subscription Fee shall be charged to the Artist on the terms described in the Service Plan Description or as may otherwise be agreed to by Spare Music and the Artist in writing. If at any time the Artist fails to make any payment (or any portion of any payment) of its Subscription Fee, Spare Music shall be entitled to recoup any shortfall amount from the Artist Royalties payable to the Artist. Failure to make any payment when do, or any failure to provide a valid payment method, may result in the termination of the Artist’s account with Spare Music.
c. The Artist may, at any time, upgrade the Subscription Plan it has selected (i.e. a Artist may elect to go from the Free Subscription to any Paid Subscription or move up one or more service tiers in the Paid Subscriptions). An Artist may not, however, downgrade its Subscription Plan without the prior written consent of Spare Music (i.e. the Artist cannot move to a lower tier of Paid Subscription or move from any Paid Subscription to the Free Subscription). Any change in the Service Plan selected by an Artist must be made through the Platform and will be effective immediately upon Spare Music’s confirmation of receipt of such change.
3. Payment of Subscription Fees.
a. If the Artist elects to purchase a Paid Subscription, the Artist will pay a subscription fee (the “Subscription Fee”) in advance on a monthly basis or some other recurring interval set forth in the applicable Service Plan Description (the “Pre-Paid Period”). Spare Music may change the price for the Paid Subscriptions, including recurring subscription fees, and / or the Pre-Paid Period (for periods not yet paid), from time to time and will communicate any price changes to the Artist in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, the Artist accepts the new price by continuing to use the Paid Subscription after the price change takes effect. If the Artist does not agree with a price change, it has the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.
b. In addition to the Subscription Fees (if applicable), the Artist shall be responsible for the payment of all fees and costs described in the Service Plan Description for the Artist’s applicable Service Plan, as well as an addition fees charged by third parties which are associated or related to the payment of the Artist Royalties (collectively, the “Service Fees”). These Service Fees include may include, but are not limited to, a servicing fee equal to a percentage of all Artist Royalties (the “Administrative Fee”), any and all fees charged by Online Stores and/or third parties, and a wire transfer fee ranging from forty ($40) to one hundred ($100) dollars for wire transfers. The precise fees to be charged to an Artist will be disclosed in the payment options the Artist selects on the Platform, and will be visible on the Artists account. Spare Music may, at its option, elect to charge any Service Fees directly to the Artist or offset any such Service Fees against Artist Royalties due to the Artist.
c. Unless Spare Music has elected to offset such amounts against Artist Royalties due to the Artist, all payments of Subscription Fees and Service Fees must be made through the Platform. Payment options can be accessed through its account settings. Spare Music accepts debt cards, credit cards, and PayPal as forms of payment.
d. In addition to the Subscription Fees and Services Fees, in consideration of its services hereunder, Spare Music shall be entitled to retain the proportion of the Total Royalties which is not paid to the Artist as Artist Royalties.
a. The Artist shall be entitled to a percentage of all royalties (the “Artist Royalties”) actually received by Spare Music from the Selected Stores as a direct result of the Selected Stores’ commercialization of the Artist’s Works (the “Total Royalties”). The Artist Royalties allocated the Artist shall be determined in accordance with the Artist’s Service Plan (as described in the applicable Service Plan Description). The Artist Royalties are calculated after the payment of any processing and/or transaction fees that may have been applied to the payment prior to Spare Music’s receipt of the Total Royalties. The Artist Royalties shall be paid to the artist by the valid method indicated by the Artist in their account settings on the Platform. Valid payment are listed on the Platform, and are subject to change in the discretion of Spare Music. In the event a previously valid payment option is removed, Spare Music will make commercially reasonable efforts to inform the Artist thirty (30) days prior to such removal in order for the artist to revise its payment preferences. In the event Spare Music receives any payment, or is required to make any payment in a currency other that United States Dollars, Spare Music will apply to such payment the exchange rate as of the time the payment was received, or sent, by Spare Music.
b. Artist Royalties shall be paid on or about the tenth (10th) day of each month (or in the event the 10th day of a month falls on a holiday or weekend, the first business day thereafter) in accordance with acceptable instructions provided by the Artist. Monthly payments of Artist Royalties shall represent the Artist’s share of the Total Royalties associated with the Artist’s works actually received by Spare Music in the immediately preceding reporting period. Typically, a reporting period will be a one-month period ending ninety (90) days prior to the date on which the associated payment will be made to the Artist. However, this period may be longer or shorter depending on the policies of the Selected Stores, and when the applicable Total Royalties are remitted to Spare Music. In any event, Spare Music will endeavor to make all payments of Artist Royalties due to the Artist within ninety (90) days of receiving the applicable royalty report and Total Royalties from the applicable Online Store. All payments of Artist Royalties are contingent upon Spare Music’s receipt of the Total Royalties directly associated therewith from the Selected Stores. From time to time Spare Music may receive lump sum payments from Online Stores that are not allocated to specific Artists. In the event this occurs, Spare Music will take commercially reasonable steps to work with the Online Store to determine which Artists such amounts should be allocated to. If it is not commercially reasonable or possible to make such an allocation, the amounts shall be retained by Spare Music. In the event payment to any Artist fails due to an error in the instructions provided by the Artist due to the Artist not providing instructions and/or the instructions being inaccurate or invalid, then: (i) Spare Music shall not re-attempt payment until the next payment cycle; and (ii) the Artist may be charged a failed payment fee by Spare Music’s payment processor. Spare Music has the right to withhold all applicable withholding taxes and reports them to the IRS. If applicable, Spare Music will provide necessary income tax forms to the Artist, including, without limitation, any From 1099-MISC, W8BEN, and/or W8BEN-E, as applicable, within one hundred and twenty (120) days of the end of each calendar year.
c. All Artist Royalties shall be accompanied by a written accounting statement regarding the Artist Royalties due to the Artist (a “Royalty Statement”). Royalty Statements will be available for download on the Platform and will include a receipt including any transaction fees charged to the Artist as well as any amounts withheld by Spare Music. The Artist shall be notified by e-mail when a Royalty Statement is ready. The Artist understands that Online Stores take a portion of the income they receive from the use of the Artists Works and may deduct or withhold sums from the amount that they pay to Spare Music. These deductions may include but are not limited to, taxes and tariffs, administration fees, royalties or fees paid to third parties or payment processing fees. The Artist has the right, through the use of the Platform, to access all of the royalty statements containing information on the amount of royalties paid to the Artist. The Artist shall have no right to inspect or audit any document other than the Royalty Statements, including, without limitation, the books and records of Spare Music and/or any Online Stores.
d. In the event the submitting Artist wishes to split its User Royalties amongst multiple parties, the Artist can elect to do so through its account settings by identifying such individuals (“Split Artist”) through the Artists account settings on the Platform. All Split Artists will be sent an invitation to accept their portion of the User Royalties by the Platform, and shall have ten (10) days to respond to the request. If any Split Artist party does not respond to the request, the percentage of the User Royalties allocated to such person shall be sent to the original submitting Artist. To the extent any Split Artist is receiving User Royalties pursuant to a split described by this Section 4(d), the Split Artist will not be charged an Administrative Fee on their allocation of such User Royalties. All Split Artists will be required to consent to these Terms of Service prior to receiving any portion of the Artist Royalties. Spare Music disclaims any and all liability arising from or out of any “splits” of Artist Royalties. The Artist takes sole responsibility for ensuring that all royalty splits provided to Spare Music are accurate and that any “Split Artist” accepts its invitation to the Platform
e. In order to receive their Artist Royalties, the Artist must provide Spare Music with a form W-9 and any other tax documentation that Spare Music may require from time to time for each party receiving any portion of the Artist Royalties (the “Tax Documentation”). All Tax Documentation will be provided to the payment processor then in use by Spare Music. In the event Spare Music does not have the Artist’s Tax Documentation at the time a payment of Artist Royalties is to be made, Spare Music shall withhold such Artist Royalties until all applicable Tax Documentation has been received. Any withheld Artist Royalties shall be paid to the Artist alongside with the Artist’s next regularly scheduled payment of Artist Royalties after Spare Music’s recipe of all Tax Documentation. If the Artist has not provide Spare Music with Tax Documentation prior to the termination of the Artist’s account or within twelve (12) months from the initial request, the Artist will be deemed to have forfeit any previously accrued Artist Royalties.
The Artist hereby grants to Spare Music, during the Term (as defined below), a non-exlcuisve, fully transferable, sublicensable right and license in the throughout the world, to reproduce, publicly perform, display, transmit, and distribute the Works, including, without limitation, the right to translate, alter, modify, and create derivative works of the Works, in any and all media whether now or hereafter known or devised and by any and all technologies and means of delivery whether now or hereafter known or devised, for the purpose of carrying out the intended services to be rendered by Spare Music under these Terms of Service. In addition to the foregoing, in the event the User elects to include Youtube Content ID, Facebook, or any other Online Store with “fingerprinting” requirements, the User hereby confirms that the license granted above is an exclusive worldwide license with respect to the Works submitted to such Online Stores. The Artist irrevocably waives, or has obtained, as set out in the attached an irrevocable written waiver by each creator of the Works, of, to the extent permitted by applicable law, all rights of paternity, integrity, attribution, disclosure, withdrawal, and any other rights that may be known as “moral rights” (“Moral Rights”) with respect to the use of the Work pursuant to this Agreement. To the extent this waiver is not permitted by applicable law, the Artist hereby agrees, or has obtained written agreements binding all holders of such Moral Rights agreeing, not to enforce such Moral Rights against Spare Music and its permitted successors, licensees, and assigns.
6. Artist Infringement; Artificial Streams.
If at any point: (i) the Artist is discovered to have submitted Works for which it did not have the requisite license, authority or permission; (ii) if the Artist is discovered to have committed fraud, copyright or intellectual property infringement; or (iii) if Spare Music or any Online Store has any reason to believe that the Artist is causing its works to be “artificially streamed” through the use of bots, abusive accounts, or otherwise; then Spare Music reserves the right, in its sole and absolute discretion, to immediately terminate the Artists account, remove the Artist from any Online Stores, and / or permanently withhold any and all Artist Royalties owing to the Artist with respect to all of the Artist’s Works and in doing so shall not prejudice any other rights and remedies the Spare Music may have at law, in equity or otherwise.
7. Artist Representations and Warranties.
The Artist hereby represents and warrants to Spare Music that:
a. the Artist is at least eighteen years of age and has the full right, power, and authority to enter into this Agreement;
b. all Works submitted by the Artist are wholly original works of the Artist, and are not and will not be copied in whole or in part or based upon any other work;
c. no work submitted by the Artist infringes on any copyright, moral right, or other intellectual property right of any third party;
d. the Artist owns the full copyright to any and all Works submitted by the Artist to the Platform;
e. the Artist has is and shall solely be entitled to the use of its professional name and any other professional name now or subsequently utilized by the Artist in connection with the Works;
f. the Artist entering in to, and submitting Works pursuant to, these Terms of Service does not violate any law or any rights of any third party, including, without limitation, the intellectual property or moral rights or any parties performing any portion of the Works; and
g. the performance embodied in the Works do not contain any samples for which a license.
Except as contemplated by these Terms of Service or with the prior written consent of Spare Music, the Artist, during the Term, shall: (i) ensure and preserve that the representations and warranties in Section made by the Aritst remain true and correct during the Term; (ii) promptly advise Spare Music of any facts that come to its attention which would cause any of the Artist’s representations and warranties herein contained to be untrue in any respect; (iii) abide by the terms and conditions of any Online Stores.
8. Reliance on Information Posted.
The information presented on or through the Platform is made available solely for general information purposes. Spare Music does not warrant the accuracy, completeness, or usefulness of this information. Any reliance the Artist places on such information is strictly at its own risk. Spare Music disclaim all liability and responsibility arising from any reliance placed on such materials by the Artist or any other visitor to the Platform, or by anyone who may be informed of any of its contents. This Platform includes content provided by third parties, including materials provided by other users, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Spare Music, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Spare Music. Spare Music is not responsible, or liable to the Artist or any third party, for the content or accuracy of any materials provided by any third parties.
9. Term and Termination.
These Terms of Service shall apply when the Artist clicks to accept and thereafter shall continue unless and until terminated by either the Artist or Spare Music in accordance with the Terminations provisions herein (the “Term”). Any such termination shall be effective immediately after the terminating party gives notice to the other party of its intent to terminate as set forth above. In the Spare Music terminates this Agreement as a result of the Artist has breaching these Terms of Service or in the event that Spare Music has reason to believed that the Artist has submitted Works that are either not original works of the Artist or infringe on the intellectual property or other rights of a third party (including, without limitation, copyrights and/or moral rights), Spare Music shall have the right to withhold all accrued and unpaid Artist Royalties due to the Artist.
10. Copyright Infringement
Spare Music take claims of copyright infringement seriously. Spare Music will respond to notices of alleged copyright infringement that comply with applicable law. If an Artist (or any other person) believe any materials accessible on or from the Platform infringe such person’s copyright, the applicable party may request removal of those materials (or access to them) from the Platform by submitting written notification to Spare Music’s copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
· Its physical or electronic signature.
· Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform a representative list of such works.
· Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
· Adequate information by which Spare Music can contact you (including its name, postal address, telephone number, and, if available, email address).
· A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
· A statement that the information in the written notice is accurate.
· A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices is:
E-Mail: [email protected]
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, its DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing its copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is the policy of Spare Music to terminate the user accounts of repeat infringers.
11. Disclaimer of Warranties
The Artist understand that Spare Music cannot and does not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. The Artist is responsible for implementing sufficient procedures and checkpoints to satisfy ita particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, SPARE MUSIC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT THE ARTIST’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THE ARTIST’S USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO THE ARTIST’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
THE ARTIST’S USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT THE ARTIST’S OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SPARE MUSIC NOR ANY PERSON ASSOCIATED WITH SPARE MUSIC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER SPARE MUSIC NOR ANYONE ASSOCIATED WITH SPARE MUSIC REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT SPARE MUSIC’S SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET THE ARTIST’S NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, SPARE MUSIC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. Limitation of Liability; Remedies
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF SPARE MUSIC AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT THE ARTIST HAS PAID TO SPARE MUSIC FOR THE APPLICABLE CONTENT OR SERVICE IN THE LAST TWELVE MONTHS OUT OF WHICH LIABILITY AROSE. The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
In no event shall the Artist be entitled to seek or obtain any injunctive relief with respect to the exercise by Spare Music of any rights granted to Spare Music hereunder, it being agreed that the only remedy of the Artist shall be an action for an accounting or for damages.
The Artist agrees to defend, indemnify, and hold harmless Spare Music, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to its violation of these Terms of Service or the Artist’s use of the Platform, including, but not limited to, the Artist’s Works and any claim that such Works infringe on the intellectual property, moral, or other rights of any third party (including, without limitation, any copyright), any use of the Platform’s content, services, and products other than as expressly authorized in these Terms of Service, or the Artist’s use of any information obtained from the Platform.
14. Nature of Relationship; Tax Filing Requirements.
The relationship between the Artist and Spare Music is that of independent contractors. Nothing herein creates a partnership, joint venture, employer/employee, agency or other relationship between the Parties other than that of independently contracting parties. In connection with the foregoing, the Artist acknowledges its responsibility to pay all taxes, premiums, contributions or charges, statutory or otherwise, in respect of the Artist Royalties and other amounts paid to the Artist pursuant to these terms of Service.
15. Account Security; Access to the Platform.
Spare Music reserves the right to withdraw or amend this Platform, and any service or material Spare Music provides on the Platform, in our sole discretion without notice. Spare Music will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, Spare Music may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users. The Artist are responsible for both:
· Making all arrangements necessary for you to have access to the Platform.
If the Artist chooses, or is provided with, a user name, password, or any other piece of information as part of our security procedures, the Artist must treat such information as confidential, and you must not disclose it to any other person or entity. The Artist also acknowledge that its account is personal and agrees not to provide any other person with access to this Platform or portions of it using its user name, password, or other security information. The Artist agrees to notify Spare Music immediately of any unauthorized access to or use of its user name or password or any other breach of security. The Artist also agree to ensure that you exit from its account at the end of each session. The Artist should use particular caution when accessing its account from a public or shared computer so that others are not able to view or record its password or other personal information.
Spare Music the right to disable any user name, password, or other identifier, whether chosen by any Artist or provided by Spare Music, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
Prior to and in connection with these Terms of Service, the Artist may learn trade secrets and confidential information with regard to Spare Music that is now, previously, or hereafter used in or in relation to the business of Spare Music and any information about Spare Music’s business that is not known to the general public which gives Spare Music an opportunity to obtain an advantage over competitors (collectively, the “Confidential Information”). The Artist acknowledges that Spare Music and its clients have invested substantial time, effort, and financial and other resources in the development of such Confidential Information. During and after the Term, the Artist agrees that it shall not, directly or indirectly, use, disclose or communicate to any person or entity any Confidential Information of Spare Music (or its clients) without the prior written consent of Spare Music. This limitation shall apply for a period of three (3) years after disclosure of such Confidential Information. The term “Confidential Information” shall not include information that (i) is or becomes generally available to the public other than as a result of disclosure thereof by the Artist, (ii) becomes available to the Artist on a non-confidential basis from a source (other than Spare Music) which is not prohibited from disclosing such Confidential Information to the Artist by a legal, contractual, or fiduciary obligation to Spare Music, (iii) was within the possession of the Artist prior to its being furnished by or on behalf of Spare Music pursuant to these Terms of Service, or (iv) is required to be disclosed by the Artist by law, subpoena or other process of law. This provision shall survive the termination of these Terms of Service.
These Terms of Service shall enure to the benefit of and be binding upon the respective successors and permitted assigns of Spare Music and the Artist. The Artist shall not be entitled to assign, transfer or convey these Terms of Service or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Spare Music. Spare Music shall have the right to assign these Terms of Service, in whole or in part, provided that it provides substantially contemporaneous (but not necessarily prior) notice thereof to the Artist.
18. Governing Law.
All matters relating to the Platform and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of State of Delaware or any other jurisdiction).Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of Buffalo and County of Erie. The Artist waives any and all objections to the exercise of jurisdiction over it by such courts and to venue in such courts.
19. Waiver and Severability
No waiver by Spare Music of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Spare Music to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
20. Legal Review.
Spare Music encourages the Artist to obtain independent legal advice in order to better understand its rights and obligations under these Terms of Service.
21. Further Assurances.
At Spare Music’s cost, the Artist shall use all reasonable efforts to promptly execute such documents and perform such acts, with any necessary third party, as may reasonably be required for the purpose of giving full effect to these Terms of Service.
22. Entire Agreement.
Any notice, consent or approval required or permitted to be given in connection with these Terms of Service (a “Notice”) shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by e-mail if sent on a business day during normal business hours of the recipient, and on the next business day if sent on a non-business day or after normal business hours of the recipient on a business day; or (iv) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, to:
(i) in the case of a Notice to Spare Music to:
Spare Music Inc.
8605 Santa Monica Blvd PMB 90556
West Hollywood, California 90069-4109 US
Email: [email protected]
(ii) in the case of the Artist to the email address of record.
Any Party may, from time to time, change its address by giving Notice to the other Party in accordance with the provisions of this Section.