Effective Date: April 19, 2017
PLEASE NOTE THAT THESE TERMS APPLY TO YOUR USE OF THE SITE; THEY DO NOT APPLY TO YOUR USE OF THE LICENSING SERVICES WE OFFER THROUGH THE SITE. PLEASE CLICK HERE TO READ MORE ABOUT OUR MUSIC LICENSING. A WRITTEN LICENSE IS REQUIRED FOR ALL USE OF FREEPLAY’S MUSIC.
By interacting with and/or using the Site, you signify your assent and agreement to these Terms. If you do not agree to these Terms, do not use the Site.
You should read all of the Terms in full, but below we provide an overview of certain key terms that we want to bring to your initial attention. Capitalized terms have the meanings given to them where defined in these Terms.
- Each time you use the Site, the Terms and any applicable Additional Terms posted at that time, apply to your use, so you should check back each time you return for any updates.
- You may only use the Content (defined below) on the Site in connection with your permitted activities on the Site and not in an offline environment or in connection with another site or service. You grant us a broad license to content you submit or post..
- As permitted by law, many types of disputes that may arise in connection with your access to and use of the Site are subject to mandatory arbitration, which includes you waiving the right to a jury trial and to class action relief.
- We are providing the Site to you on an “as-is” basis, without any warranty of any kind, and our liability to you in connection with your use of the Site is very limited. Many other limitations and disclaimers relate to your use of the Site.
- We reserve the right to change, modify, add or remove portions of these Terms at any time, as further detailed in Section 12.
1. Site Use
Content. The Site contains: (i) materials and other items relating to Freeplay and its products and services, and similar items from certain third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Freeplay; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Site and the Content is the property of Freeplay or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
Limited License. Subject to your strict compliance with these Terms and the Additional Terms, Freeplay grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, play the Content on a personal computer, browser, laptop, tablet, mobile phone or other Internet-enabled device (each, a “Device”) and/or print one copy of the Content as it is displayed to you, in each case for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Freeplay’s sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
PLEASE NOTE THAT THE LIMITED LICENSE DESCRIBED IN THIS SECTION APPLIES TO YOUR USE OF THE SITE. SEPARATE TERMS APPLY TO THE MUSIC LICENSING SERVICES WE OFFER THROUGH THE SITE. PLEASE CLICK HERE TO READ MORE ABOUT OUR MUSIC LICENSING.
Restrictions. If you are under the age of majority in the jurisdiction in which you reside, then you are not permitted to use the Site or Content. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Site and Content. You further agree that you will not: (i) use the Site or Content for any political or commercial purpose; (ii) engage in any activity in connection with the Site or Content that is unlawful, harmful, offensive, obscene, violent, threatening, harassing, abusive, or otherwise objectionable to Freeplay; (iii) harvest any information from the Site; (iv) reverse engineer or modify the Site; (v) interfere with the proper operation of or any security measure used by the Site; (vi) infringe any intellectual property or other right of any third party; (vii) use the Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or (viii) otherwise violate these Terms or any applicable Additional Terms.
Availability and Termination. Freeplay may immediately suspend or terminate the availability of the Site and Content, in whole or in part, to any individual user or all users, for any reason, in Freeplay’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Site, or upon notice from Freeplay, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive your suspension or termination, will survive. These include the Sections on Site Use (except for the limited license), Submissions; Copyright Infringement and DMCA Policy; Notices, Questions, and Support; Third Parties; Site Features; Dispute Resolution; Disclaimer of Representations and Warranties; Limitations of Our Liability; Waiver of Injunctive or Other Equitable Relief; Indemnification; Updates to Terms; and General Provisions.
Reservation of All Rights. All rights not expressly granted to you are reserved by Freeplay and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of any Content or the Site for any purpose is prohibited.
You may be able to submit certain content to us through the Site, including feedback and comments to us regarding your use of the Site (“Submissions”). You grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Submissions and derivative works thereof, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You also irrevocably consent to our use and association of your name in connection with your Submissions and derivatives thereof. You agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to contest existing or future intellectual property rights relating to your Submissions. You agree that your Submissions will not: (i) promote any political or commercial purpose; (ii) defame, abuse, harass, stalk, or threaten others; (iii) use racially or ethnically offensive language; (iv) discuss or incite illegal activity; (v) infringe any intellectual property or other right of any third party; or (vi) break with Freeplay community norms.
3. Copyright Infringement and DMCA Policy
Freeplay asks our users to respect the intellectual property rights of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In Freeplay’s sole discretion, Freeplay may remove content that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (DMCA) and other applicable law, Freeplay has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.
If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it on the Site, then you may send us a written notice that includes all of the following:
- “DMCA Copyright Infringement Notice” in the heading or subject line.
- A description of the copyrighted work you believe to have been infringed.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material (please include the URL where the material appears).
- Accurate and adequate information that we can use to contact you (including your full name, postal address, telephone number, and email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed).
- Your physical or electronic signature.
We will respond to notices of claimed copyright infringement in accordance with the DMCA.
Freeplay will only respond to DMCA Notices that it receives by mail, email, or facsimile at the addresses below:
By Mail: Freeplay Music, LLC
New York, NY 10019
By Email: email@example.com
By Facsimile: (212) 664-7737
It is often difficult to determine if your copyright has been infringed. Freeplay may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and we may elect to remove allegedly infringing material that comes to our attention via notices that do not substantially comply with the DMCA.
Please note that the DMCA provides that any person who knowingly materially misrepresents an infringement may be subject to liability.
We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
4. Notices, Questions, and Support
· All legal notices to us must be mailed to:
Freeplay Music, LLC
New York, NY 10019
· You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the Site, or in another reasonable manner; and (2) we may contact you by mail or email sent to the address(es) provided by you. You agree to promptly notify us if you change your email or mailing address.
· When you communicate with us electronically, you consent to receive communications from us electronically.
· You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
· You acknowledge that the provision of support is at Freeplay’s sole discretion and that we have no obligation to provide you with customer support of any kind.
- If you have questions regarding use of the Site, you may contact Freeplay support by sending an email to firstname.lastname@example.org or calling us at 1-212-984-0548.
5. Third Parties
Third-Party Content and Sites; Advertisements. The Site may contain or may interact with third party content that is not owned, controlled, or operated by Freeplay (collectively, “Third-Party Sites”). We also may host our content on Third-Party Sites. Freeplay neither endorses nor controls such Third-Party Sites, and you acknowledge and agree that we are not responsible or liable for the information, content, products, or services on or available from such Third-Party Sites, or for the results to be obtained from using them. If you choose to access any such Third Party Sites, you do so at your own risk.
Dealings with Third Parties. Any interactions, transactions, or other dealings that you have with any third parties found on or through the Site are solely between you and the third party. You hereby agree to indemnify Freeplay against all claims, injury, and/or damages including attorneys’ fees that arise out of your use of any Third-Party Site.
6. Site Features
Email Messages. You may cancel or modify the email marketing communications you receive from us by following the instructions contained within our promotional emails. This will not affect subsequent subscriptions, and if your opt-out is limited to certain categories of emails, the effect of the opt-out will be limited accordingly. Please note that we reserve the right to send you certain communications relating to your account or use of our Service, such as administrative and service announcements, and these transactional account messages may be unaffected if you choose to opt out of receiving our marketing communications.
7. Dispute Resolution
Class Action Waiver. DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND WILL NOT BE JOINED OR CONSOLIDATED WITH ANY OTHER ARBITRATIONS OR OTHER PROCEEDINGS THAT INVOLVE ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. YOU AND FREEPLAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
8. Disclaimer of Representations and Warranties
THE SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. NEITHER FREEPLAY NOR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, ATTORNEYS, COMPOSERS, LICENSEES, LICENSORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “FREEPLAY PARTIES”) MAKE ANY REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND FREEDOM FROM COMPUTER VIRUS. BY ACCESSING OR USING THE SITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.
9. Limitations of Our Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE FREEPLAY PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SITE, (B) THESE TERMS, OR (C) YOUR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SITE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR FREEPLAY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE FREEPLAY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE EXCEED THE GREATER OF (A) THE AMOUNTS, IF ANY, PAID BY YOU TO FREEPLAY FOR THE SITE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM, OR (B) FIFTY UNITED STATES DOLLARS ($50.00). THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
10. Waiver of Injunctive or Other Equitable Relief
YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY FREEPLAY OR A LICENSOR OF FREEPLAY.
You agree to defend, indemnify, and hold harmless the Freeplay Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your Submissions; (iii) your use of the Site; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; or (vi) any misrepresentation made by you. Freeplay reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Freeplay’s defense of any claim. You will not in any event settle any claim without the prior written consent of Freeplay.
12. Updates to Terms
We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Site so that they are accessible via a link from the home page, and/or to send you an email to the last email address you provided to us. All such changes are effective immediately when we post them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. Your continued use of the Site following the posting of revised Terms and any applicable Additional Terms shall indicate your acknowledgement of such changes and your agreement to be bound by the terms and conditions of such changes. If you object to any such changes, your sole recourse is to cease using the Site.
13. General Provisions
Consent or Approval. No Freeplay consent or approval may be deemed to have been granted by Freeplay without being in writing and signed by an officer of Freeplay.
Severability; Interpretation; Assignment. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and Section headings are provided for convenience only and shall not limit the full Terms. Freeplay may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Freeplay.
Complete Agreement; No Waiver. These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Site and supersede any prior agreements, representations, warranties, assurances, or discussion related to the Site. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or Freeplay in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
International Issues. Freeplay controls and operates the Site from the United States, and Freeplay makes no representation that the Site is appropriate or available for use beyond the United States. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Site. Software related to or made available by the Site may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
Investigations; Cooperation with Law Enforcement. Freeplay reserves the right to investigate and prosecute any suspected breaches of these Terms or the Site. Freeplay may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
California Consumer Rights and Notices. Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Sites of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California, 95834, or by telephone at (916) 445-1254. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700. Their website is located at: https://www.dca.ca.gov.