Terms of use - SoundBirth
SoundBirth

Terms of use

Terms of Use last updated January 12, 2022

By signing up to or otherwise using the SoundBirth platform, app, service, websites, and software applications (together, the “SoundBirth Service” or “Service”), you are entering into a binding contract with SOUNDBIRTH SAS.

Your agreement with us includes these Terms of Use (“Terms of Use”), our Privacy Policy, our payment and subscriptions terms of use and any relevant supplemental terms that apply to your interaction with each specific Service (collectively the “Agreements”). Please read these documents carefully. You acknowledge that you have read, understood and accepted these Agreements and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements that apply to the services with which you interact, then don’t access or use the SoundBirth Service.

In order to access and use the SoundBirth Service, you need to be at least 18 years old and have the power to enter a binding contract with us and not be prevented from doing so under any law. If you are under 18, you must be able to provide proof of your guardian’s consent. You also promise that the information you submit to us is true, accurate and complete, and you agree to keep it that way at all times.

If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and bind the entity to the Agreements, and that you agree to the Agreements on the entity’s behalf.

PARTIES:

1. SOUNDBIRTH SAS, a French based company with French registration number  n ° 799070834, FRANCE 

and
2. The User
It is agreed in the contract that the term “Party” means individually SOUNDBIRTH or the User, and that the term “The Parties” means jointly SOUNDBIRTH and the User. 

Introduction: 

1. SOUNDBIRTH, on its own initiative and under agreements with third parties, has developed a range of tools and services to enable the exploitation of contents as part of Applications for mobile phones and / or tablets, hereinafter the “Digital Services”. 

2. The User is the assignee and / or the holder of the exclusive rights of reproduction and communication to the public of his/her recordings, video clips, images (photos, covers, etc.), names and texts (including authors and composers rights, the neighboring rights of performers and producers of phonograms and videograms) of its Contents. 

3. SOUNDBIRTH, with Apple and Android Developer Agreements, is able to provide Digital Services to the legal person or entity who have subscribed to this Agreement. 

4. The legal person or entity subscribes to the Digital Services that SOUNDBIRTH is able to provide according to the terms and conditions defined in this contract. 

Definitions

“Recordings” shall mean any and all audio recordings that you submit to SoundBirth by uploading through the Services.

“Stores” shall mean any and all, now known or future, digital Internet consumer stores (such as Spotify, Deezer, iTunes and Amazon etc.), and/or any other digital retailers of music which SoundBirth has, from time to time, entered into an agreement with.

“Metadata” shall mean the music metadata, the information embedded in an audio file that is used to identify the content. This includes, but is not limited to, track title, band or artist name, type of music, label and the year the track was released.

“Territory” shall mean the world or specified applicable territory.

Stage  shall mean the artist interface within the App which permit to interact with all users of the SOUNDBIRTH application,

SoundBirth Distribution Services and Company Grant of Rights

You grant us all necessary consents and rights, without limitation, to sell and make use of your recordings for digital downloads, interactive and non-interactive streaming, cloud services and streaming-on-demand services. This grant of rights does not, however, constitute a transfer of ownership.

By using our Services you grant us, during the Term and throughout the Territory,

  • The non-exclusive, worldwide license right to distribute, publicly perform, exhibit, broadcast, transmit and make your Recordings available on the  Internet and without limitation, on all Stores and any other similar digital media for sale by downloading, interactive and non-interactive streaming, cloud services and streaming-on-demand or now known or hereinafter devised, similar means of making use of the Recordings.
  • The right to sell, make sales promotion clips of, copy and otherwise, to the extent necessary under these Terms of Use, make use of and alter the Recordings and Metadata and other materials, by all means and media, of which you submit to SoundBirth, through any and all Stores now available and operational and also the right to sublicense or otherwise transfer such rights to the Stores.
  • The non-exclusive right to use your name(s), photographs, likenesses, cover artwork, biographical and other information attributable to you, which you have submitted to SoundBirth.
  • The right for SoundBirth to sublicense or otherwise transfer the above rights to any and all Stores.
  • The right for SoundBirth to perform Metadata corrections (where necessary).
  • The right for SoundBirth to synchronize and authorize others to synchronize your Recordings with visual images, to combine portions of your Recordings with still or moving images or as a live stream.
  • The right to authorize third-party partners and/or licensees, which offer services permitting the creation, use and exploitation of so-called “remixes” of your Recordings and so-called “user generated content” embodying your Recordings, including, without limitation, Twitch, TikTok, Facebook and Instagram.

The above does not constitute a transfer of ownership to any of the material you have uploaded or submitted to SoundBirth.

Any and all rights granted to us above, are granted on a royalty-free license basis. This includes the use of any Metadata, artwork, lyrics and videos of/embodying the Recordings, if you have submitted any.

User Rights and Delivery Obligations

As between you and SoundBirth, you shall retain all rights in the User Content which are not expressly licensed to SoundBirth under these Terms. For the avoidance of any doubt, nothing herein shall be deemed a transfer or other conveyance of any ownership rights from you to SoundBirth with respect to the copyrights, trademarks, service marks, or other intellectual property embodied in the User Content. As between you and SoundBirth, you shall retain all ownership interests in such materials, subject to the rights granted to SoundBirth herein.

Any time you are prompted to deliver User Content to SoundBirth, in connection with Distribution Services or otherwise, you shall deliver to SoundBirth and upload the User Content in accordance with the following SoundBirth procedure and guidelines as set forth herein and updated, from time to time, on the Service: 

  • You shall upload the Masters (and any User Content related thereto), filling out all required “Metadata,” including but not limited to song title, album title, songwriter and producer names (including legal first and last names), featured artist name, record label name and all biographical and other information necessary to distinguish the User Content;
  • You shall submit and upload all artwork images, logos, trademarks, service marks or chose to forego such content in connection with exploitation of the User Content. Any images/photos must be uploaded as a square jpeg or png. file, at least 3000 x 3000 pixels and high quality (300dpi is a standard). In the event the image/photo does not fit the required dimensions, your release will be refused by the stores. As a result, you will have to resubmit all your data from the beginning of the process.
  • All Masters will be required to have what is known as a Universal Product Code (“UPC”) or more commonly in this case, an International Standard Recording Code (“ISRC”). In the event you have an ISRC, you shall have the option to apply your code when uploading your Masters. In any other event, SoundBirth shall provide a specific and unique code to your Masters when uploaded on the Website.
  • You shall be responsible for determining the necessity of any and all advisory warning status applicable to the User Content, including but not limited to the need for a parental advisory status;
  • When uploading your Masters, SoundBirth shall set a default price (for a user on Itunes for example) per download of a Master to $0.99 , which shall solely apply to permanent download purchases of the Masters. The price recommendation will change depending on the release type (i.e., single, EP or album). If you’d like to specify a price other than that which is set by SoundBirth, do not use SoundBirth;
  • Once the User Content is successfully uploaded, such content will appear in the Service’s music distribution feature (“Releases”). In the Distribution feature you will be able to upload additional new releases, check reporting, performances and set up payment methods;
  • You must upload User Content no less than thirty (30) days prior to your desired release date. We make no guarantees regarding actual release dates.

You shall be solely responsible for: [i] securing mechanical licenses, digital phono record delivery licenses (i.e. DPD licenses) and all other licenses, rights or consents required from musical composition copyright owners, publishers, administrators, artists, producers, copyright owners, master rights owners, and all other persons or entities who have an interest in the Masters or are otherwise involved in the creation, ownership or control of the User Content (collectively “Rights Holders”); [ii] making all payments due (including royalties) in connection with the foregoing licenses referenced in this section, or otherwise; and [iii] making all payments that may be required by contract, law, under any collective bargaining agreement, or otherwise.

In no way limiting your representations and warranties or indemnity obligations under these Terms, upon SoundBirth’s request, you will promptly provide SoundBirth with copies of any producer and side-artist agreements, mixer agreements, co-writer agreements, sample licenses, label waivers any other agreement with Rights Holders and any such other documents and information as SoundBirth requests, including identity of, and contact information for Rights Holders, in order to ensure compliance with these Terms.

PLEASE NOTE that in no way limiting Company’s rights and remedies under these Terms or otherwise, Company shall have the right to deny or remove from distribution any Masters that embody the use of any unauthorized, third party musical compositions.

You acknowledge and agree that SoundBirth has limited practical ability to control or monitor possible infringement of your intellectual property rights by other parties and that SoundBirth assumes no responsibility for controlling or monitoring such alleged infringement. SoundBirth is not responsible for enforcing your intellectual property rights, including by issuing cease and desist letters, filing suit or taking other legal action against alleged infringers. Any infringements shall be reported in accordance with SoundBirth’s procedure for making claims of copyright and/or other intellectual property infringements.

You are fully responsible for everything you submit to us. If we find it unsuitable, we reserve the right to, in our sole discretion, remove the information and/or prevent you from using our Services and/or any or all Stores.

You submit the Recordings to us in a pre-agreed format and for a pre-agreed release date. The release date will be locked and you may not change it.

We will always do our best to perform the Services. SoundBirth is, however, not responsible for any third-party failures in distributing the Recordings or Materials, or removing the same or any failures by you to adhere to the instructions given for distribution of your Recordings.

Stores

We have entered into agreements with different Partners & Stores for the purpose of distributing your Recordings. You may choose the Stores you want your Recordings to be delivered to. The agreements that SoundBirth enter with the Stores shall determine the terms on which your Recordings are sold or made available. It might vary from time to time, which Stores SoundBirth has entered into an agreement with. Therefore, SoundBirth cannot guarantee the sale and/or exploitation of the Recordings in any particular Store. SoundBirth assumes no liability if your Recordings are not made available in a particular Store or in any way taken down by the Stores.

SoundBirth assumes no liability for any interruptions, delays, errors or any suspensions of access, reports or payouts, in the Stores, neither in whole nor in part. 

When you upload your Recordings, Metadata and other Material through the Service, we will send your Recording to the Stores. You will receive a locked release date, which you cannot change. Do note, that each Store determines the delivery time for the distribution of your Recordings. We do not assume liability for the delivery times of the Stores.

Prohibited Use

You may not in any way use our Services for any unlawful purpose or for the following reasons.

  • In any way that is or have the purpose of being unlawful, infringing or fraudulent.
  • For the purpose to harm or attempt to harm any other person in any way

You may not upload any Recordings or Materials which may:

  • Contain hateful, racist or inflammatory material.
  • Promote sexually explicit or violent material.
  • Promote discrimination based on race, religion, nationality, disability or sexual orientation or any other discrimination. 
  • Promote, advocate or assist in any illegal activity.
  • Threaten, harass, upset or alarm any other person or invade on their privacy.
  • Impersonate any person.

We also do not allow the uploading of the following type of Recordings.

  • Generic music like rain or forest sounds
  • Covers of classical music
  • Podcasts, Audio Books and Radio shows
  • Parodies and tributes

SoundBirth reserves the right to, in its sole discretion, determine if a Recording or if you have breached the above or any other section of the Agreements. If we find that a breach has occurred, we take such and any action we deem appropriate. We might, but not limited to, temporarily or permanently remove your Account and any and all Recordings and/or material uploaded through our Services, withhold any royalties attributable as well as freeze your Account, without notifying you. Should your Account be frozen, you will be able to log in and access information about streams and royalties accrued, as well as make payouts, should you have reached the threshold amount.

Third Party Applications

The SoundBirth Service may be integrated with third party applications, websites, and services (“Third Party Applications”) to make the Services available to you. These Third Party Applications may have their own terms and conditions and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that SoundBirth does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.          

Your Liability And Warranties

You agree and warrant that you will not distribute, transmit or store any files or material that might infringe copyrighted works. You also agree that you will not promote violation of third party’s intellectual property rights. If you do, you acknowledge that SoundBirth may at any time, and in its sole discretion, remove your Recordings, disable access to the Services without notifying you and withhold any royalties assignable to the Recordings that are an infringement of copyrighted work, violates third party rights, or is subject to forced activity.

You also agree that:

  • You are not under any disability, restriction or prohibition to enter into the Agreements and grant the rights under the Agreements.
  • You are responsible for all the Recordings and other materials and information uploaded through the Services.
  • You are the owner or legally represent the owner of the Recordings and the materials and that you possess full power and authority to enter into and perform under the Agreements.
  • You have not entered into any agreement which may conflict with the Agreements.
  • You have obtained all applicable and relevant consents and rights from, but not limited to, any owners, artists, musicians, producers, other persons and companies involved in the production of the Recordings.
  • You have, in the case of a cover version (a recording of a song/lyric for which you are not the author or owner) obtained all relevant consents for such use, and be able to present this consent to us.
  • The Recordings are original and do not contain any samples which have not been cleared or else infringe upon the right of any person or third party.
  • You shall not commit any act which might damage the reputation of SoundBirth or might inhibit, restrict or interfere with the exploitations of the Recordings.
  • If you’re not the artist/owner of the Recordings, you have a valid and presentable agreement with the Artist that grants you all the rights to enter into this Agreement.

Moreover, you agree not to:

  • distribute, alter or modify any part or parts of the Service;
  • circumvent any technology used by SoundBirth, its licensors, or any third party to protect the Service or any content on the Service;
  • sell, rent, sublicense or lease any part of the Service;
  • provide your password to any other person or using any other person’s username and password;
  • “crawl” the Service or otherwise use any automated means (including bots, scrapers, and spiders) to collect information from SoundBirth and its Services;
  • Include or introduce any malicious content such as malware, Trojan horses, spyware, cancelbots or other viruses and malicious codes.

You also agree that you will comply with all of the other provisions of the Agreements, at all times during your use of the Service.

You agree that SoundBirth may terminate your SoundBirth Account and withhold any royalties if you violate the Agreements or, if SoundBirth or any Store believes, in SoundBirth’s and that Store’s good faith discretion, that you are infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent or forced activity, including manipulated streaming.

Moreover, you agree and warrant that you shall not, in any way, conduct in any forced activity or systematic listening, and that if you do so, it may result in SoundBirth and/or a Store deleting and blocking your SoundBirth Account and removing any or all uploaded Recordings, without notifying you.

You agree that you are solely responsible for (and that SoundBirth has no responsibility to you or to any third party for) any breach of your obligations under the Agreements and for the consequences (including any loss or damage which SoundBirth may suffer) of any such breach.

You acknowledge again that SoundBirth may at any time, and in its sole discretion, remove your Recordings, disable access to the Services without notifying you and withhold any royalties assignable to the Recordings if you breach any of the above. Moreover, if you have uploaded any Recordings that infringes any intellectual property of another artist, SoundBirth may withhold any royalties assignable to the Recordings, and pay them out to the copyright owner.

Infringement And Reporting Of Content

SoundBirth respects the rights of intellectual property owners. If you believe that any content on the Service infringes your intellectual property rights or other rights, please contact customer support. If SoundBirth is notified by a copyright holder that any content infringes a copyright, SoundBirth may in its sole discretion take actions without prior notification to the provider of that content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to SoundBirth with a request to restore the removed content.

If you believe that any content infringes any other intellectual property rights or does not comply with these Terms of Use, please reach out contact(at)sound-birth.com        

Limitation on Liability

The Service and all content, functionality and features within it, including, without limitation, all text, graphics, interfaces, photographs, trademarks, logos, and computer code (collectively, the “Materials”) are provided “as is” and without warranties or representations of any kind either expressed or implied. To the greatest extent permitted by law, SoundBirth disclaims and excludes all warranties, terms and representations that may otherwise be implied, including any warranties as to compatibility, satisfactory quality, express or implied warranty of merchantability and fitness for a particular purpose, or that content, information or functionality of the Service is accurate, error-free or uninterrupted, and/or does not infringe the rights of any third party. SoundBirth does not guarantee or promise any sales, streams, fans, any increases to the foregoing and/or any other form or level of success by using the Service.

With respect to all Distribution Services, SoundBirth shall make reasonable efforts to ensure it receives proper accounting from its licensees. Notwithstanding anything in these Terms to the contrary, SoundBirth shall not be held liable or responsible for: [i] any failures of its licensees to timely or accurately report, account and make payment; [ii] any claim in connection with an accounting statement or payment that was issued or allegedly due from SoundBirth or a licensee more than twelve (12) months prior to the date SoundBirth receives written notice of the claim; and [iii] any payments, in connection with the User Content or these Terms, which may be due to an individual or entity other than you.

NEITHER SOUNDBIRTH NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, REPRESENTATIVES, AGENTS OR THIRD PARTY PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER AND OF ANY CHARACTER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS OR REVENUE, LOST DATA, BUSINESS INTERRUPTION OR WORK STOPPAGE, DAMAGES FOR LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF SERVICE, DOWNTIME COSTS, LOSS OF USE [OF EQUIPMENT, FACILITIES, SERVICES, OR OTHERWISE] OR LOST PRODUCTION, NO MATTER WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, CONTENT OR INFORMATION CONTAINED WITHIN THE SERVICE, OR ANY SERVICES PROVIDED BY SOUNDBIRTH WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USERS’ SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE AND/OR LINKED WEBSITES IS TO STOP USING THE SERVICE. 

While SoundBirth uses reasonable efforts to ensure that the Service is free from viruses and other malicious content, neither SoundBirth nor any other party involved in producing or delivering the Service assumes any responsibility, nor shall be liable for any damage to, or viruses that may infect, Users’ computers or mobile devices or other property on account of access to or use of the Service.

Users assume total responsibility and risk for their use of the Service and Third Party Websites. SoundBirth does not warrant that any “Content,” as defined below under the heading “Intellectual Property and Privacy”, will be free of viruses, worms, Trojan horses or other destructive programming.

Users are responsible for implementing procedures sufficient to satisfy their needs for data backup and security.

You acknowledge and agree that SoundBirth receives many submissions of music content (including, without limitation, your User Content), some of which may be similar to content being independently developed by SoundBirth (“Similar Content”), and that SoundBirth is free to work with artists providing Similar Content to SoundBirth or to proceed with developing its own content which may qualify as Similar Content without any obligation to you.

We reserve the right to amend, discontinue or terminate our Services under this Agreement, at any time.

We reserve the right to reject or remove any Recordings or Materials from the Stores and our Services, that you have uploaded through the Services. We also reserve the right to terminate your access to the Stores or Services without notice.

Branding And Intellectual property

The Service, including but not limited to, all related technology, data, tools, and design is the property of SoundBirth and its subsidiaries or its licensors. We grant you a limited, non-exclusive, revocable licence to make use of the SoundBirth Service.

The SoundBirth trademarks, service marks, trade names, logos, domain names, and any other features of the SoundBirth brand are the sole property of SoundBirth and its subsidiaries. The Agreements do not grant you any rights to use any brand features and SoundBirth trademarks whether for commercial or non-commercial use.

 We value hearing from our users, and are always interested in learning about ways we can improve the Service. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you.

Service Limitations And Modifications

SoundBirth will make reasonable efforts to keep the SoundBirth Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. SoundBirth reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the SoundBirth Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the SoundBirth Service or any function or feature thereof.

You hereby acknowledge that SoundBirth may have existing relationships and partnerships and with certain third party companies in order to carry out various functions of the Service, including, but not limited to, Google, Apple, YouTube, Facebook, Instagram TikTok, Snapchat, Deezer, SoundCloud, Pandora, Spotify, Amazon, GooglePlay and Tidal (hereafter “SoundBirth Partners”).

You hereby irrevocably and unconditionally release, acquit and forever discharge the SoundBirth Partners from all actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, known or unknown, in law or equity (each, a “Demand”), arising out of, related to, or regarding any and all actual or alleged acts of copyright infringement or infringement of your rights by any SoundBirth Partner at any time prior to entering into this Agreement anywhere in the world.

In addition, you hereby irrevocably and unconditionally agree and covenant that you shall not directly or indirectly sue SoundBirth or a SoundBirth Partner, or its affiliates, or its or their directors, officers or employees during and after the Distribution Term arising from, relating to, based on or in connection with, in whole or in part, directly or indirectly, the use and exploitation, however characterized, of User Content, in whole or in part (including as incorporated into derivative works on the Service), directly or indirectly, through the Service during the Distribution Term, whether or not such User Content or other copyrighted materials are embodied in any digital or audio files, at any time.

Term And Termination

The terms of this Agreement shall commence and continue (the “Term”) unless terminated by either Party under the Agreements.

You may at any time terminate and cancel the SoundBirth Services by following the cancellation process available on our payment and subscriptions terms & conditions. Please note that you must wait a safe period of 6 (six) months after your release date to take down your releases even though your subscription may be over earlier. 

SoundBirth may terminate the Agreements or suspend your access to the SoundBirth Service at any time for any and no reason, including in the event of your actual or suspected unauthorised use of the SoundBirth Service and/or any content, or non-compliance with the Agreements. You may terminate your SoundBirth Account directly within the service by following the process available on our payment & subscriptions Terms & conditions.

Any sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

No Illegal or Malicious Use

No User may use the Service for any illegal, malicious or unauthorized purpose or to abuse, harass, threaten, intimidate or impersonate any other User. Any such use will result in termination to the User’s access to the Service and of the User’s account.

Privacy and User Conduct

SoundBirth grants you permission to use the Service solely as provided in accordance with these Terms.

SoundBirth owns, controls, and/or licenses all Materials, including but not limited to the design, structure, selection, coordination, expression, and arrangement of the Materials. The Materials are protected by trade dress, copyright, trademark laws, and other intellectual property rights and laws. Any information, data, or other content which is generated in the course of use of the Service by a User, provided by a User and/or aggregated by SoundBirth on a User’s behalf (“Data”) shall vest in and be owned by SoundBirth in the same manner as the Materials. To the extent such Data contains any personally identifiable information, the terms of SoundBirth’s Privacy Policy shall apply.

The Service and all Materials, including Data, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed without SoundBirth’s prior written consent. However, as long as a User complies with these Terms, SoundBirth grants the User a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Service. This permission is conditioned on the User not modifying the Service or the Materials, and the User’s acceptance of any terms, conditions, and notices accompanying the Materials or as otherwise stated in the Service. Notwithstanding the foregoing, any materials available for downloading, access, or other use from the Service that may have their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.

If the User posts on the discovery section or on his/her SoundBirth Stage  any music, without limitation through YouTube, Facebook, Instagram, Twitter, Snapchat, Deezer, SoundCloud, Pandora, Spotify, and Apple Music, the User grants SoundBirth the irrevocable, unrestricted right to repost the User’s post on the Service.

The user is responsible for maintaining the confidentiality of his/her identifiers and is fully responsible for all activities that occur within the framework of his Stage, SoundBirth cannot be held responsible for the Contents stored by the User on his Personal Space for which SoundBirth does not exercise any power of control or supervision, with the exception of an exclusively and necessary technical control for the putting on line of Contents. The User is required to immediately notify SOUNDBIRTH in the event of any unauthorized use of his/her login details or Personal Space and/or security 

breach of his/her Personal Stage. SOUNDBIRTH cannot be held responsible for any loss or damage to the Subscriber’s Contents arising as a result of its non-compliance with these terms of use. 

For the avoidance of doubt, you hereby agree not to do any of the following:

  • Disable, hack, circumvent or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any SoundBirth content or materials;
  • Destroy, interfere with or disrupt, or attempt to interfere with or disrupt (including scan, probe or test the vulnerability of), any web pages available on the Service, servers or networks connected to the Service or the technical delivery systems of SoundBirth’s providers or break any requirements, procedures, policies or regulations of networks connected to the Service;
  • Use any metadata, meta tags or hidden text utilizing any SoundBirth name or trademarks or remove any proprietary marks or labels;
  • Infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
  • Upload, submit, post, email or otherwise transmit any content that is threatening, fraudulent, abusive, offensive, libelous, defamatory, tortuous, profane, contains nudity (including, without limitation, any materials which are pornographic or erotica) or obscene, promotes hate, constitutes hate speech, incites violence, invades the privacy of any third party or is otherwise objectionable;
  • Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;
  • Misrepresent the source, identity or content of information transmitted via the Service;
  • Impersonate, or falsely indicate or misrepresent an affiliation with, any person or entity;
  • Falsely indicate or misrepresent your identity in a way which would be infringing upon any third party person’s rights;
  • Directly or indirectly attempt to modify, translate, decompile, disassemble, decipher or reverse engineer any of the software used to provide the distribution services or copy, rent, lease, distribute or otherwise transfer any of the rights you receive herein;
  • Collect or store personal data about other users of the Service without their express and explicit consent; or
  • Use the Service in any manner not permitted by the Terms or otherwise instruct, or encourage any other individual to do any of the foregoing or violate the Terms.

Severability And Waiver 

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by SoundBirth to enforce the Agreements or any provision thereof shall not waive SoundBirth’s or the applicable third party beneficiary’s right to do so.

Assignment 

SoundBirth may assign the Agreements or any part of them, and SoundBirth may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

Indemnification 

To the fullest extent permitted by applicable law, you agree to indemnify and hold SoundBirth harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any content submitted by you to the Service; (3) any activity in which you engage on or through the SoundBirth Service; and (4) your violation of any law or the rights of a third party.

Force  Majeure

SoundBirth takes no liability or responsibility for failures in providing any of its Services, if they are caused by an event outside SoundBirth’s control. Force Majeure means an event beyond control which prevents us from complying with any obligations under this Agreement. These events include, but are not limited to, fires, earthquakes, tidal waves, floods, war, hostilities, invasion, embargo, revolution, civil war, riot, strikes, lockouts, acts or threats of terrorism, commotion, failures of public or private telecommunication networks, third party force majeure and an pandemic.

Should an event of Force Majeure occur, SoundBirth will notify you as soon as reasonable and give an estimate when due fulfilment can be expected. You may cancel your Services with us if your Service is affected by Force Majeure.

Jurisdiction And Dispute Venue

The Agreements and our Services shall be governed by the laws of FRANCE and any dispute regarding this Agreement shall be submitted to the exclusive jurisdiction of the District Court of Marseilles, FRANCE.

Changes To The Agreements

Occasionally we may, in our discretion, make changes to the Agreements. It is your responsibility to check for any changes made to the Agreements. When we make material changes to the Agreements, we might provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending you an email. In some cases, we might notify you in advance. Your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully.

Contact Us

If you have any questions concerning the SoundBirth Service or the Agreements, please reach out: contact(at)sound-birth.com