TERMS OF USE | 7th Note Ent

7th Note Website Terms of Use

Overview

Welcome to the website of 7th Note Entertainment, Inc, an Illinois corporation (“7th Note,” “we” or “our” or “us”). The 7th Note website provides the user (“you” or “user”) with licensing options for the use of certain rights in and to musical compositions and sound recordings (“Recordings”) from a curated catalog of musicians, bands, and composers.

Please read the Website Terms of Use (“Terms of Use”) carefully prior to using the 7th Note website.

1. Acceptance of Terms of Use.

a. These Terms of Use, which include and incorporate by reference our Privacy and Cookie Policy ( https://www.7thnoteent.com/privacy), License Agreement (new hyperlink) and all other operating rules, policies and agreements we may publish from time to time on the 7th Note website (“Additional Terms”), govern your use of 7th Note services as a guest or user. The Terms of Use form a legal agreement between you and 7th Note in relation to your use of the 7th Note website. By using the 7th Note website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to these Terms of Use. If you do not agree to these Terms of Use, do not use the 7th Note website.

b. As used in these Terms of Use, “Content” includes the text, software, scripts, graphics, photos, sounds, songs, music and scores, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. The “Service” includes all aspects of 7th Note, including but not limited to, all products, software, and services offered via the 7th Note website, and all features and functionalities, website, and user interfaces.

c. The Service may contain links to third-party websites that are not endorsed, owned or controlled by 7th Note. 7th Note does not monitor or review the content of any third-party websites. 7th Note has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, 7th Note will not and cannot censor or edit the content of any third-party website. By using the Service, you expressly release 7th Note from any and all liability arising from your use of any third-party website. You should evaluate the security and trustworthiness of any other website connected to the 7th Note website or accessed through this site yourself, before disclosing any personal information to them.

2. Changes to Terms of Use. 7th Note may, from time to time and in its sole discretion, amend, modify, or revise these Terms of Use, including the Privacy and Cookie Policy, License Agreement, and Additional Terms, and you agree to be bound by such amendments, modifications, or revisions. Such amendments, modifications, or revisions shall be effective immediately and apply to your use from that date on, except material changes will be effective 30 days after posting. If the modifications are material, Musicbed will make reasonable efforts to post a prominent notice on the website and notify users via email. Your continued use of the Musicbed website after changes are effective indicates that you have read, understood, and agreed to the changes in the Terms of Use.

3. Privacy. Personally, identifying information is subject to our Privacy and Cookie Policy, the terms of which are incorporated herein as if fully set forth herein. Please review our Privacy and Cookie Policy to understand our practices. Any changes to the Privacy and Cookie Policy will be posted on the website 30 days prior to these changes taking place.

4. Use of the Service. 7th Note hereby grants you permission to access and use the Service as set forth in these Terms of Use, provided that:

a. You must be 18 years of age, or the age of majority in your province, territory, or country, to use 7th Note's licensing service. Individuals under the age of 18, or the applicable age of majority, may utilize 7th Note with the permission of and in the presence of a parent or legal guardian, under such parent or legal guardian’s account and otherwise subject to these Terms of Use. As such, if you transact or attempt to transact any business with 7th Note or submit, or attempt to submit, any personal information to 7th Note, YOU AFFIRMATIVELY REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OF AGE (AND, IF UNDER THE AGE OF 18, THAT YOU HAVE PARENTAL PERMISSION TO USE 7TH NOTE AND ARE IN THE PRESENCE OF YOUR PARENT OR LEGAL GUARDIAN) AND THAT YOU POSSESS THE LEGAL RIGHT TO USE 7TH NOTE IN ACCORDANCE WITH THESE TERMS OF USE AND ALL OTHER TERMS AND CONDITIONS.

b. The Service and any Content accessible through our Service are for your use only. For each license purchase, we grant you a limited, non-exclusive, non-transferable license, in accordance with the License Agreement you will receive and sign via one of our agents. Except for the foregoing limited license, no right, title, or interest shall be transferred to you.

c. We continually update the 7th Note Content library. In addition, we continually test various aspects of our Service, including our website, user interfaces, promotional features, availability of 7th Note Content, delivery, and pricing. We reserve the right to, and by using our Service you agree that we may, include you in or exclude you from these tests without notice. We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we offer and operate.

d. You agree to use the Service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules, and regulations, or other restrictions on use of the Service or Content therein. Except as explicitly authorized in these Terms of Use, you agree not to archive, download (other than through caching necessary for personal use), reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the Service without express written permission from 7th Note. You also agree not to: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Service; use any robot, spider, scraper, or other automated means to access the Service; decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Service; insert any code or product or manipulate the Content of the Service in any way; or, use any data mining, data gathering, or extraction method. In addition, you agree not to upload, post, email, or otherwise send or transmit any material designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Service, including any software viruses or any other computer code, files, or programs.

e. The availability of Content to listen and/or view will change from time to time and from location to location. The quality of the audio and/or display of the Content may vary from device to device, and may be affected by a variety of factors, such as your location and the bandwidth available through and/or speed of your Internet connection. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges. 7th Note makes no representations or warranties about the quality of your listening and/or watching experience on your audio or visual devices or equipment. The time it takes to begin listening to and/or watching Content will vary based on a number of factors, including your location, available bandwidth at the time, the Content you have selected, and the configuration of your viewing device.

f. We may terminate or restrict your use of our Service, without compensation or notice, if you are, or if we suspect that you are, (A) in violation of any of these Terms of Use or (B) engaged in illegal or improper use of the Service. We may also pursue permanent injunctive relief and other applicable legal remedies.

g. The Content on the Service, and the trademarks, service marks, and logos on the Service, are owned by or licensed to 7th Note, subject to copyright and other intellectual property rights under the law.

h.You agree not to circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

I. 7th Note reserves the right to discontinue any aspect of the Service at any time.

j. You agree that you will log each use of a Recording in your user account. Logging a use creates an individual license agreement. Without an individual license agreement the use is invalid.

5. Payment.

Visa, Mastercard, Discover, American Express, PayPal, and Account Balances service, are all valid, acceptable forms of payment (“Payment Method”). For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details. Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Use or continuing to use the Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of 7th Note enabling payment processing services through Stripe, you agree to provide 7th Note accurate and complete information about you and/or your business, and you authorize 7th Note to share it and transaction information related to your use of the payment processing services provided by Stripe.

6. User Account Termination Policy. Notwithstanding anything herein to the contrary, you agree that 7th Note, in its sole and absolute discretion, may deactivate your user account or otherwise terminate your use of the Service if we believe that you have (a) breached these Terms of Use, (b) infringed the intellectual property rights of a third party, (c) submitted, posted, uploaded, or transmitted unauthorized Content, or (d) violated or acted inconsistently with these Terms of Use, our Privacy and Cookie Policy, our License Agreement, or Additional Terms. You agree that any deactivation or termination of your access to the Service for the foregoing reasons may be effected without prior notice to you and without compensation, and that 7th Note will not be liable to you nor any third party for any termination of your user information. You acknowledge and agree that 7th Note may retain and store your information on 7th Note's systems for archival purposes, and may continue to maintain and use any of your Content submitted to 7th Note or on the Service, notwithstanding any termination or your account.

7. Disclaimer of Warranties; Limitation of Liability.

a. Disclaimer of Warranties. YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, 7TH NOTE, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF.

b. Limitation of Liability.

i. IN NO EVENT SHALL 7TH NOTE, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR EXPECTED REVENUE, LOST PROFITS, OR LOSS OF BUSINESS, FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

ii. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT 7TH NOTE SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF YOU OR ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

c. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.

8. Indemnity. To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless 7th Note, and its, officers, managers, members, employees, attorneys, representatives, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms of Use; (c) your violation of any third party right, including without limitation, any copyright, property, or privacy right; or (d) any claim that your Content caused damage to a third party.

9. Use of Information Submitted. 7th Note is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the Service, including the 7th Note website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement, or payment to you for any purpose whatsoever, including without limitation, developing, manufacturing, and marketing products and creating, modifying, or improving the Service. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law. Please note 7th Note does not accept unsolicited materials or ideas for Content, and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to 7th Note. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against 7th Note regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

10. Monitoring and Enforcement. Notwithstanding anything herein to the contrary, 7th Note has the right to:

a. remove or refuse to post any Content or Feedback for any or no reason in our sole and absolute discretion;

b. take any action with respect to any Content or Feedback that we deem necessary or appropriate in our sole and absolute discretion, including if we believe that such Content or Feedback violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for 7th Note;

c. disclose your identity or other information about you to any third party who claims that any portion of your Content violates their rights, including their intellectual property rights or their right to privacy;

d. take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service or the 7th Note website; and

e. terminate or suspend your access to all or part of the Service or the 7th Note website for any violation of these

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service or the 7th Note website.

11. Customer Support. To find more information 7th Note, or if you need assistance with your account, please visit "contact us". In the event of any conflict between these Terms of Use and information provided by Customer Support or other portions of our website, these Terms of Use will control.

12. General Provisions.

a. Amendments; Waiver. 7th Note reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Service following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and 7th Note failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AND 7TH NOTE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN TWO YEARS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

b. Entire Agreement. These Terms of Use, together with the Privacy and Cookie Policy, the License Agreement, Additional Terms, and any other legal notices published by 7th Note on the Service, shall constitute the entire agreement between you and 7th Note concerning the Service.

c. Governing Law; Venue; Jurisdiction; Waiver. These Terms of Use shall be governed by and construed in accordance with the domestic laws of the State of Illinois, U.S.A., without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Illinois. You agree that the Service shall be deemed solely based in Illinois, and the Service shall be deemed a passive website that does not give rise to personal jurisdiction over 7th Note, either specific or general, in jurisdictions other than Illinois. YOU CONSENT AND AGREE ANY CLAIM OR DISPUTE BETWEEN YOU AND ILLINOIS THAT ARISES IN WHOLE OR IN PART FROM THE SERVICE SHALL BE DECIDED EXCLUSIVELY BY A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN ILLINOIS. To the fullest extent permitted under applicable law, you irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that you are not subject to the jurisdiction of the above-referenced Illinois courts and any objection that you may now or hereafter have to the laying of venue of any suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. You also hereby unconditionally waive your right to a jury trial of any and all claims or causes of action arising from or relating to these Terms of Use.

d. Survival Clause. The Disclaimer of Warranties (Section 10.a.), Limitation of Liability (Section 10.b.), Severability (Section 10.c.), Indemnity (Section 11), and Governing Law; Venue; Jurisdiction; Waiver (Section 15.e.) provisions shall survive the termination of your use of the Service, the deactivation or termination of your account, and the expiration or termination of your License Agreement(s).

e. Force Majeure. Except for the payment of license-related fees, each party will be excused from any failure or delay caused by or the result of causes beyond its reasonable control and could not have been avoided or corrected through the exercise of reasonable diligence, including, but not limited to, acts of God, fire, flood, earthquake, hurricane or other natural catastrophe, terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, civil unrest, insurrection, riot or war, labor strikes not involving either party’s employees, general failure of telecommunication or digital transmission links, general failure of the Internet, failure of any third party operating systems, platforms, applications or networks not under reasonable control of 7th Note, or other similar occurrence.