Effective: January 24, 2022
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SOUNDSWIFT.
SECTION 16 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 16 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 16 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
1. Purpose
SoundSwift, LLC (“SoundSwift,” “we,” “us,” or “our”) provides a platform where users can create event websites. By using the SoundSwift website/mobile application and any of the information and services offered through the application (“Services”), you agree to be bound by this Agreement. The success of the Services, however, depends on the adherence to the terms of this Agreement by you and other Users (collectively “you,” “your,” or “Users”). While we will do our best to enforce the terms of this Agreement, we cannot warrant or represent that other Users will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.
2. Eligibility
By accessing or using the Services in any way, clicking on a button or taking similar action to signify your affirmative acceptance of this Agreement, you hereby represent that:
a. You have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at this link or through the Services;
b. You are 16 or older;
c. You have the authority to enter into the Agreement personally. Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Services; and,
d. You will comply with all applicable laws, including those of the country, state and city in which you are present while using the Services.
3. Access
a. Access. By entering into this Agreement, you will be granted a revocable license to access the Services without charge. Your access privileges, however, are conditioned on your adherence to the terms of this Agreement. We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear to us likely to do so. By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend, or terminate your access privileges.
b. Prohibited Uses.
For website visitors and event guests: You understand, acknowledge and agree that any access or use of the Services shall be for your personal, non-commercial use only, and that you will not commercially exploit any portion of the Services.
For event creators or hosts using our Services (“Event Creators”): You understand, acknowledge, and agree that any access or use of the Services shall be solely on behalf of you or your organization, and that you have all authorizations and rights necessary to use any portion of the Services on behalf of your organization.
c. Privileges Nontransferable. Your access privileges may not be transferred by you to any third parties.
d. Passwords and Security. You agree not to disclose to anyone your confidential password and to notify us immediately if there has been a breach of your security that affects our Services.
4. Acceptable Use Policy
By using the Services, you agree that:
a. You will only use the Services for lawful purposes, and not for deceptive or fraudulent purposes; you will not send or store any unlawful material.
b. You will not use the Services to cause nuisance, annoyance or inconvenience.
c. You will not violate the publicity or privacy rights of another individual.
d. You will not copy or distribute any content displayed through the Services.
e. The information you provide to us or otherwise communicate with us is accurate.
f. You will not use the Services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers.
g. You will not attempt to gain unauthorized access to any part of the Services and/or to any service, account, resource, computer system and/or network connected to any of our servers.
h. You will not deep-link to the Services or access the Services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Services or any content on the Services.
i. You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.
j. You will not impersonate another person, act as another entity without authorization, or create multiple accounts.
k. Your self-submitted content (“User Content”) does not contain material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors.
l. Your User Content does not violate any state or federal law designed to regulate electronic advertising.
m. Your User Content does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by us in our sole discretion.
n. The creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party.
o. You have fully complied with any third-party licenses relating to your User Content, and have done all things necessary to successfully pass through to viewers any required terms.
5. Information on our Services
While we will always use our best efforts to ensure the accuracy and completeness of information provided on our Services, we cannot guarantee the accuracy, adequacy, quality, or suitability of any data on our Services and expressly disclaim liability for errors and omissions in the contents of our Services. Any use or reliance on any content or materials posted via the Services or obtained by you through the Services is at your own risk. Any link to a website or phone number owned by a third party does not constitute an endorsement, approval, association, sponsorship, or affiliation with the linked site or phone number.
SoundSwift does not plan or host events and is not responsible for ticketing or events. For any disputes or concerns regarding an event, please contact the Event Creator directly.
6. Payment Terms for Event Creators
On-Time Payment. Event Creator hereby authorizes SoundSwift to charge Event Creator’s payment method (as specified below), in advance, for the amount of Event Creator's regular subscription fees, inclusive of any and all Services that Event Creator has signed up for (collectively, “Subscription Fees”), for each agreed term of the Event Creator's selected subscription term. Event Creator hereby authorizes SoundSwift to modify the Subscription Fees charged for a selected subscription term upon thirty (30) days’ notice to Event Creator sent by e-mail to the address provided on registration. The Subscription Fees, when paid, are non-refundable and accrue on the first day of each term or successive renewal term until canceled, regardless of whether or not the Event Creator actually uses the Site or the Services.
Various Services on the Site, whether offered by SoundSwift, third-party service providers or others, may require additional fees or charges not included within a subscription.
Event Creator is required to pay all charges on time and agrees to submit an accompanying payment authorization in connection with these charges when requested by SoundSwift. SoundSwift may terminate or disable Event Creator's subscription if Event Creator fails to pay fully and in a timely manner all amounts due to SoundSwift. If Event Creator's payment method expires or is otherwise declined for payment, access to the Services and the Site may be modified, suspended or cancelled, in SoundSwift's sole discretion and without notice to Event Creator. All fees are quoted and payable in United States Dollars. Event Creator is also responsible for paying all applicable taxes for Services and/or Content, and any other costs incurred in connection with the use of or access to the Site or its Services.
Payment Methods. Event Creator's complete billing address must be provided to process payments. Event Creator agrees to the Privacy Policy when providing any necessary personal information for the purposes of processing payment for an SoundSwift subscription.
SoundSwift may use third-party service providers for payment processing. In such cases, the third-party payment processor’s terms and conditions apply. Please review these third-party terms and conditions before completing payment.
Subscription Term; Auto Renewal. Subscriptions are normally assessed on a monthly or annual basis, but other Services and their respective billing arrangements may be made available to Event Creator at SoundSwift's sole discretion. The Subscription Fees are calculated from the day upon which Event Creator's paid Subscription commences. From time to time and at its sole discretion, SoundSwift may offer different subscription terms on its Site, and the fees for such subscriptions may vary.
The term of Event Creator's access to the Site, Services and Content is based upon Event Creator's express agreement and adherence to these Terms and to Event Creator's fully paid subscription and/or other fees. Event Creator's subscription to the Site shall be for the initial term (e.g., monthly or annually) as may be agreed by Event Creator and SoundSwift through online registration and shall automatically renew for indefinite successive renewal terms for the same period as the initial term, unless terminated by Event Creator or SoundSwift in accordance with the provisions of these Terms.
Cancellation. Either SoundSwift or Event Creator may cancel Event Creator’s Subscription at any time for any reason (unless otherwise stated in an applicable promotional offer). In the event of cancellation by SoundSwift or by Event Creator, all fees due to SoundSwift up to the end of the then-current term billing cycle at time of cancellation shall remain payable to SoundSwift. No refunds will be provided for partial billing periods, unless otherwise specifically stated in an applicable promotional offer. Upon cancellation, Event Creator will retain access to SoundSwift through the end of Event Creator’s billing period.
Users may cancel their subscription by any of the methods below:
- Sign into Event Creator’s SoundSwift account, click on “Profile” and click on “Cancel Subscription”; or
- Send a cancellation request via email to support@SoundSwift.com.
If at any time SoundSwift believes, in its sole discretion, that an Event Creator has violated any provision of these Terms, SoundSwift may immediately terminate that Event Creator’s Subscription and all other Services without any refund or other remedy, and all fees due to SoundSwift up to the end of the then-current billing cycle at the time of such termination shall remain payable to SoundSwift. Such termination will not limit any other right by SoundSwift under contract, tort or any other legal theory to pursue any claim or cause of action against the Event Creator for violating these Terms, including without limitation, monetary damages, injunctive relief, attorney's fees and court costs.
Account Discrepancies. Event Creator may contact SoundSwift by e-mail at info@SoundSwift.com concerning charges or other questions regarding the status of Event Creator's account. However, if Event Creator's account-related questions are not satisfactorily resolved within fifteen (15) business days of Event Creator's first calling or sending an e-mail to SoundSwift Support regarding such questions, Event Creator must write to resourcesAsoundswift.com.
Notwithstanding the foregoing, in no event may Event Creator dispute any charge or account billing hereunder later than ninety (90) days after such questionable account billing or other discrepancy should have been or could have been reasonably discovered by Event Creator. Otherwise, except as required by applicable law, any and all such Event Creator complaints are waived by Event Creator.
7. User Submissions and Content
We may provide you with interactive opportunities through the Services. You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You hereby grant us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with our business and in all forms now known or hereafter invented, without notification to and/or approval by you, except as otherwise required by law.
Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to us through our suggestion, feedback, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback, except as otherwise required by law.
8. Intellectual Property Ownership
We (and our licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Services are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
9. Confidentiality
From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 9; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 9 only, Receiving Party's Group shall mean the Receiving Party's affiliates and its employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
10. Copyright Policy
We will terminate the account and access rights of any repeat infringer. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any User Content infringes on your copyrights, you may submit a notification pursuant to the SoundSwift Digital Millennium Copyright Act (DMCA) Notice.
11. Privacy
We have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the terms of this Agreement, you are automatically agreeing to our Privacy Policy, which is incorporated herein by reference.
Event Creators are responsible for collecting the necessary consent for data collection from their event guests. Event Creators will further be providing event guests with the necessary privacy notices.
Event Creator Representations and Warranties. Event Creators shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with this Agreement, including without limitation those related to privacy, electronic communications and anti-spam legislation. As Event Creator, you represent and warrant that (i) you are and will at all relevant times remain duly and effectively authorized to give the instructions set out in this Agreement with respect to personal data of third parties; (ii) you have all necessary rights to provide the personal data to SoundSwift for SoundSwift’s performance of the responsibilities contemplated by this Agreement, including international transfers to SoundSwift, as applicable; (iii) you are responsible for ensuring that all necessary privacy notices are provided to end customers or consumers, that any necessary consents for SoundSwift’s processing are obtained, and for ensuring that a record of such consents is maintained; and (iv) should such a consent be revoked by an end customer or consumer, you are responsible for communicating the fact of such revocation to SoundSwift. You agree to defend, indemnify, and hold harmless SoundSwift from and against any third-party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these representations and warranties, as described in Section 13 below.
12. Third-Party Interactions
The Services may contain links to or display content originating from third-party websites and advertisements (collectively, “Third-Party Websites & Advertisements”). Such Third-Party Websites & Advertisements are not under our control. We are not responsible for any Third-Party Websites or any Third-Party Advertisements. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. When you click on a link to a Third-Party Website or Advertisement, we will not warn you that you have left our Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
We are not responsible for any events created using our Services or any Event Creator content. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Event Creators, or their events, products or services.
13. Indemnification
You agree to indemnify and hold harmless SoundSwift and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your misuse of the Services; (c) your violation of this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Services.
14. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, OR THE TEXT, GRAPHICS OR LINKS.
WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
15. Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL SOUNDSWIFT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR DATA BREACH, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST
EXTENT PERMITTED BY LAW.
WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, OR ANY OTHER ITEMS OR SERVICES PROVIDED BY US, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY US IN CONNECTION WITH THE SERVICES) ARE PROVIDED "AS IS" AND THAT WE MAKE NO WARRANTY THAT THE SERVICES WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED.
