PLEASE READ CAREFULLY THE FOLLOWING TERMS. BY ACCESSING, BROWSING, ENTERING YOUR DATA AND/OR OTHERWISE USING THE VERIFI SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE CONTRACTUALLY BOUND BY THESE TERMS WITH VERIFI MEDIA, INC. (“VERIFI”). IF YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE DO NOT USE THE SERVICE.
Verifi provides a service that enables rightsholders and others to submit and manage music metadata and media files (“Data”) and through its various applications, websites, and integrated third party sites (the “Service”). The following terms, and any future modifications (collectively, these “Terms”) form a contract between you and Verifi that shall govern your submission of Data to the Service and your use of the Service.
The Verifi Service and the technology incorporated therein (the “Platform”) is owned or licensed by Verifi and all intellectual property rights thereto (including, without limitation, any copyright, trade secret, or patent rights thereto) shall remain the property of Verifi. Verifi hereby grants you a non-exclusive, limited license during the Term to use the Platform and Service only for your personal use or for the internal business uses of your organization.
With respect to the Platform, you agree not to: (a) disassemble, reverse engineer, decompile or otherwise attempt to derive any software source code from object code, except to the extent expressly permitted by applicable law, (b) distribute or provide access to the Platform to any third party, or (c) prepare any derivative work of the Platform.
Verifi may charge a fee for the Service. Ifso, you agree to pay to Verifi all fees for subscriptions and/or services purchased on or through the Service under your account at the then-current rates for such subscriptions and/or services (including any applicable taxes). Verifi will bill charges through the payment method specified in your account. Subscription fees, if any, will be billed at the beginning of your subscription period and shall auto-renew based on the term selected during sign-up. Unless Verifi states in writing otherwise, all fees and charges are nonrefundable. To avoid doubt, payments shall only be made in US Dollars. Any conversion fees, if any, shall be solely borne by you. You may terminate the term and your subscription to the Service by sending an email to email@example.com by using the unsubscribe mechanism as described in the Service.
Verifi represents and warrants that it will perform its obligations under this Terms and provide the Service in a workmanlike manner in accordance with standards generally applicable in the industry. THE FOREGOING WARRANTY IS THE SOLE WARRANTY OF VERIFI WITH RESPECT TO THE SERVICE. VERIFI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE AND PLATFORM PROVIDED BY VERIFI INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.VERIFI DISCLAIMS ANY LIABILITY RELATED TO THE ACCURACY OR INTEGRITY OF DATA ACCESSED, EDITED, OR SHARED BY YOU USING THE TECHNOLOGY ON THE PLATFORM AND SHALL HAVE NO LIABILITY FOR YOUR RELIANCE UPON SUCH DATA.
IN NO EVENT SHALL EITHER VERIFI BE LIABLE TO YOU OR ANY THIRD PARTY WITH RESPECT TO THESE TERMS FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES RESULTING FROM LOSS OF USE, INTERRUPTION OF BUSINESS OR LOST PROFITS, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF VERIFI TO YOU UNDER THESE TERMS SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100.00)
You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service. You warrant that any Data you provide to Verifi (including, without limitation, in the Verifi process or through use of the Service) has been and will be accurate, current, and complete. You further agree to maintain and update your Data as required to keep it accurate, current, and complete. Verifi reserves the right to terminate your account in the event you provide inaccurate or incorrect Data.
Verifi shall process your Data for the purpose of providing its Service (the “Business Purpose”). You warrantthat you have the right to provide any Data to Verifi that you provide for the Business Purpose. You acknowledge that Verifi is under no duty to investigate the completeness, accuracy or sufficiency of any Data you submit. You acknowledge that Verifi may transfer your data outside the European Economic Areafor processing. Verifi shall use all reasonable security practices and systems applicable to the use of the Customer Data to prevent, and take prompt and proper remedial action against, unauthorized access, copying, modification, storage, reproduction, display or distribution of your Data.
You hereby specifically authorizeand grant a license to Verifi to use solely for the Business Purpose and also to onward share to third parties (i) based on permission levels set by you, certain subsets of Data, and (ii) that subset of your Data specified as Public Data Sets (“PDS”) as defined at http://www.verifi.media/pdsYou explicitly understand that due to the nature of the Technology Platform, once Data is incorporated into the Service, Data may not technologically be able to be deleted but can be obfuscated from view, and Verifi shall so obfuscate from view your Data if and as requested by you. Notwithstanding the foregoing, you specifically authorize Verifi (i) to permanently share your Data which is qualified as PDS to the general public, unless and until you notify us otherwise at firstname.lastname@example.org, and (ii) with respect to non-PDS data, to allow your shared Data to be visible to and edited by any parties which you permission until you remove such permissions directly within the Service.
You shall retain all rights and ownership of your Data and property including but not limited to any data, documents, projects, software, codes, materials and/or information (including any metadata) existing and/or created during the Term of these Terms.
You may have access to Data shared by other parties using the Service, either publicly or as a result of limited permission levels. Unless such Data is identified as “public”, you agree to maintain the confidentiality of such Data, to use it only for the purposes of your own rights management and business purpose, and to not disclose such Data to any other third party, either via the Service or any other means. Redistribution of any and all Data made available to you by using the Service to any third party is strictly prohibited, and you warrant that you will not redistribute such Data.
You shall defend, indemnify and hold harmless Verifi and its employees and agents, from and against all losses, liabilities, damages and reasonable expenses resulting or arising from a claim for any breach or alleged breach of your warranties under these Terms, including your provision of Data to Verifi.
These Terms shall be governed in accordance with the laws the state of New York without regard to its rules of conflicts law. For any dispute you may have with Verifi, you agree to first contact Verifi at email@example.com attempt to resolve the dispute with Verifi informally. In the event a dispute cannot be resolved, the parties agree that any dispute between the parties arising under these Terms, shall then be submitted exclusively to binding arbitration with a panel of three arbitrators in accordance with the rules of the American Arbitration Association. The venue of such arbitration shall be in New York, New York. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs in the arbitration and in enforcing the arbitrator’s decision in a court of law. The arbitrators shall have the power to enter any award that could be entered by a judge of a state or federal court in New York sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of New York or any other applicable law. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS VERIFI IN ITS SOLE DISCRETION AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS TERMS, YOU AND VERIFI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
These Terms constitute the entire agreement between the parties concerning the subject matter hereof, and supersede all previous and contemporaneous communications, representations, understanding and agreement, oral or written. The parties agree that no obligations or duties not set out expressly herein shall be imposed upon the parties or implied by law. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be severed from this Terms and any remaining provisions will continue in full force and effect. None of the provisions of these Terms can be waived or modified except expressly by a writing signed by both parties and the waiver by either party of any term or condition of these Terms shall not be deemed to constitute a continuing waiver thereof. Verifi shall perform all of its obligations under this Terms as an independent contractor and no agency, partnership, joint venture or other joint relationship is created under these Terms. Neither party may assert any cause of action against the other party under these Terms that occurred more than two (2) years prior to the filing of the suit alleging such cause of action. All notices given hereunder shall be in writing, sent to the parties at the addresses herein or at such other addresses of which either party may give notice and shall be effective upon receipt. These Terms shall be binding upon and inure to the benefit of and be enforceable by the parties to these Terms and their respective successors and permitted assigns.
NO LIABILITY FOR FUGA OR OTHER THIRD PARTY SITES.The Service may receive your Data from Independent I.P. B.V. (“FUGA”). Verifi makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through FUGA. ACCESS AND USE OF FUGA, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON FUGA OR AVAILABLE THROUGH FUGA, IS SOLELY AT YOUR OWN RISK. Your correspondence or business dealings with FUGA are solely between you and FUGA. YOU AGREE THAT VERIFI WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS. Removal or resignation from FUGA shall not affect your Data in the Verifi Service.
Modification of these Terms.Verifi reserves the right, at Verifi’s sole discretion, to change, modify, add, or remove portions of these Terms at any time. Please check these Terms periodically for changes. Your continued use of the Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended Terms will automatically be effective immediately upon their posting on or through the Service. In the event that such modifications materially alter your rights or obligations hereunder, such modified Terms will become effective immediately upon your use of the Service.