Terms of Service (TOS)

Introduction

Purpose of the Agreement

This agreement ("Agreement") governs the terms and conditions under which SONGS ("Company") will provide digital distribution services ("Services") to you ("User" or "You"). By using the Services, you agree to be bound by the terms of this Agreement.

Effective Date

These Terms of Service are effective as of [Insert Date].

Acceptance of Terms

By accessing and using the Services provided by SONGS, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must immediately cease using the Services.

You understand and agree that SONGS may modify this Agreement at any time without prior notice. It is your responsibility to review this Agreement periodically for any changes. Continued use of the Services after any modifications have been made constitutes your acceptance of the modified Agreement.

Contact Information

For any questions regarding this Agreement, please contact us at:

  • Email: __________________

  • Address: SONG ADDRESS

This introduction sets the stage for a clear and legally binding relationship between SONGS and its users, ensuring that all parties are aware of their rights and responsibilities from the outset.

Definitions

For the purpose of this Agreement, the following terms shall have the meanings set forth below:

  1. "Company": Refers to SONGS, the provider of the Services under this Agreement.

  2. "User" or "You": Refers to the individual or entity accessing or using the Services provided by the Company.

  3. "Agreement": This document, which outlines the terms and conditions governing the relationship between the Company and the User.

  4. "Services": The digital distribution services provided by SONGS, including but not limited to the distribution of music recordings to digital platforms, royalty collection, and related services.

  5. "Effective Date": The date on which these Terms of Service become effective, as specified in this Agreement.

  6. "Content": Any music recordings, artwork, metadata, or other materials provided by the User to the Company for distribution through the Services.

  7. "Digital Platforms": Online services and stores where music recordings can be distributed, including but not limited to Spotify, Apple Music, Amazon Music, and other similar services.

  8. "Net Income": The actual receipts from digital platforms, less any applicable fees, taxes, or other charges related to the distribution of the User’s Content.

  9. "Intellectual Property Rights": All copyright, trademark, patent, and other intellectual property rights, whether registered or unregistered, and all applications for such rights, existing anywhere in the world.

  10. "Distribution Fees": Fees charged by the Company for the distribution of the User’s Content through the Services.

  11. "Confidential Information": Any non-public information disclosed by one party to the other in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

  12. "Term": The period during which this Agreement remains in effect, as defined in the Term and Termination section of this Agreement.

  13. "Account": The User’s account with SONGS, through which they access the Services.

  14. "Login Credentials": The username and password used by the User to access their Account.

  15. "Streaming Manipulation": Any activity and/or method which involves the artificial creation of online or offline plays on digital platforms, where such plays do not represent bona fide end-user listening.

  16. "User Generated Content": Derivative works embodying the User’s Content created by third parties and distributed via digital platforms.

  17. "Songshare": A token that represents 0.01% of the future benefits of each song, allowing for fractional ownership and revenue sharing among multiple holders.

These definitions ensure that all parties have a clear understanding of the key terms used throughout this Agreement.

Grant of Rights

(a) Scope of Rights Granted:

  • You hereby grant to SONGS and its affiliates, the exclusive, worldwide right and license during the Term to:

    1. Reproduce and Distribute: Copy, reproduce, distribute, transmit, and otherwise exploit the Content, including all underlying compositions, by all means and media (whether now known or existing in the future).

    2. Digital Platforms: Distribute the Content to Digital Platforms for the purposes of streaming, downloading, and other methods of digital distribution.

    3. Public Performance: Communicate to the public and otherwise make available the Content via any Digital Platform.

    4. Sub-Licensing: Grant sublicenses to third parties for the reproduction, distribution, public performance, and other exploitation of the Content.

    5. Derivative Works: Create and exploit derivative works of the Content, including the creation of User Generated Content.

(b) Name and Likeness:

  • You grant SONGS the right to use the names, photographs, likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied in the Content, in connection with the marketing, promotion, and other exploitation of the Content and SONGS’s general business.

(c) User Generated Content:

  • You authorize SONGS to permit the creation and use of User Generated Content embodying your Content. This includes videos, remixes, and other adaptations created by users on Digital Platforms.

(d) Songshares:

  • By using the Services, you agree to the issuance of Songshares, which represent fractional ownership in the future benefits of each song. Each Songshare represents 0.01% of the future benefits of a song, allowing for revenue sharing among multiple holders.

(e) Exclusivity:

  • You agree that SONGS shall be the sole and exclusive digital distribution company authorized to exploit your Content during the Term. You shall not distribute, or authorize the distribution of, the same Content through any other digital distribution company.

(f) No Obligation to Exploit:

  • SONGS is not obligated to exploit the rights granted herein or to distribute the Content, nor to make any specific amount of revenue from such distribution.

(g) Right to Decline Content:

  • SONGS reserves the right to refuse to distribute any Content that it deems, in its sole discretion, to be infringing, offensive, or otherwise inappropriate.

(h) Reservation of Rights:

  • All rights not expressly granted to SONGS under this Agreement are reserved by you. This includes, but is not limited to, the rights to reproduce, distribute, and publicly perform the Content outside the scope of the Services.

This section establishes the permissions and limitations associated with the exclusive use and distribution of your Content through the SONGS platform, ensuring clarity and mutual agreement on how the Content can be used.

Your Responsibilities

As a user of the SONGS platform, you have certain responsibilities to ensure that your use of the Services is lawful, respectful, and in compliance with the Terms of Service. The following outlines your key responsibilities:

(a) Accurate Information:

  • You agree to provide true, accurate, current, and complete information about yourself and the Content you upload to the Services. You are responsible for keeping this information up-to-date.

(b) Rights to Content:

  • You represent and warrant that you own or have secured all necessary rights, licenses, consents, and permissions to use, distribute, and authorize SONGS to exploit the Content as described in the Terms of Service.

  • You must ensure that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party.

(c) Compliance with Laws:

  • You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Services. This includes, but is not limited to, copyright laws and regulations regarding the distribution of digital content.

(d) Prohibited Conduct:

  • You agree not to engage in any of the following activities:

    1. Uploading, posting, or transmitting any Content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, or otherwise objectionable.

    2. Engaging in Streaming Manipulation or any fraudulent activities intended to artificially inflate streams, sales, or other metrics.

    3. Using the Services to distribute malware, viruses, or any other harmful code.

    4. Attempting to gain unauthorized access to SONGS’s systems or other user accounts.

    5. Interfering with or disrupting the Services or servers/networks connected to the Services.

(e) Songshare Responsibilities:

  • If you engage in the sale or transfer of Songshares, you must ensure that all transactions comply with applicable laws and the Terms of Service.

  • You are responsible for any representations you make regarding the value or benefits of Songshares.

(f) Payment of Royalties and Fees:

  • You are responsible for the payment of any royalties, fees, or other amounts owed to third parties in connection with your Content, including but not limited to, payments to songwriters, composers, performers, and publishers.

  • You agree to cover any costs associated with the distribution of your Content, including mechanical royalties and other licensing fees.

(g) Indemnification:

  • You agree to indemnify and hold SONGS, its affiliates, and its respective officers, directors, employees, and agents harmless from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your Content, your use of the Services, or your breach of any of these responsibilities.

(h) Notification of Infringements:

  • You agree to promptly notify SONGS of any unauthorized use of your Content or any breach of security related to your account. You are responsible for any unauthorized use of your account until you notify SONGS of such security breach.

(i) Cooperation with Investigations:

  • You agree to cooperate fully with SONGS in any investigation regarding actual or alleged infringement of the Terms of Service or any other wrongful conduct in connection with the Services.

(j) Market Manipulation and Sale of Stolen Property:

  • Market Manipulation: You agree not to engage in any activities that constitute Market Manipulation. Market Manipulation includes, but is not limited to, practices such as spoofing (bidding or offering with the intent to cancel before execution), wash trading (self-trading to create misleading market activity), or any other activity designed to deceive or manipulate the market for Songshares or any other digital assets offered on the SONGS platform.

  • Sale of Stolen Property: You agree not to use the Services to sell any Content or Songshares that you do not have a lawful right to distribute or sell. This includes, but is not limited to, Content or Songshares that are stolen or obtained through fraudulent means. SONGS reserves the right to report any such activities to the appropriate law enforcement authorities and to take any necessary actions to remove such Content or Songshares from the platform.

Content Delivery and Formats

(a) Submission of Content:

  • You are responsible for submitting your Content to SONGS in the formats required by the platform. The Content must meet all technical and quality specifications as outlined by SONGS. Any non-compliant Content may be rejected or require reformatting at your expense.

(b) Technical Requirements:

  • All audio files must be submitted in a high-quality format, typically in WAV or FLAC, with a sample rate of 44.1 kHz and a bit depth of 16-bit or higher.

  • Artwork files must be submitted in JPEG format, with a minimum resolution of 3000 x 3000 pixels.

  • Metadata must be provided for each track, including, but not limited to, title, artist name, album name, genre, and release date. The metadata should be accurate and conform to the guidelines provided by SONGS.

(c) Delivery Process:

  • Upon submission, your Content will be reviewed by SONGS to ensure it meets the required standards. This review process may take several days, and you will be notified if any issues are found with your submission.

  • Once approved, SONGS will encode your Content into the appropriate formats required by various Consumer Stores and distribute it accordingly.

(d) Updates and Corrections:

  • If you need to make any updates or corrections to your Content after it has been submitted, you must notify SONGS and provide the revised files. Any changes to the metadata, audio, or artwork will require re-submission and review.

  • SONGS reserves the right to charge a fee for processing updates and corrections to your Content.

(e) Quality Assurance:

  • SONGS will perform quality assurance checks on your Content to ensure it meets the platform’s standards and the standards of the Consumer Stores.

  • Any Content that fails to meet these standards may be rejected or removed from distribution until the necessary corrections are made.

(f) Compliance with Store Requirements:

  • Your Content must comply with the requirements of each Consumer Store to which it is distributed. These requirements may include, but are not limited to, technical specifications, content restrictions, and metadata standards.

  • SONGS will make reasonable efforts to inform you of these requirements, but it is your responsibility to ensure your Content complies with them.

(g) Distribution Timeline:

  • SONGS will endeavor to distribute your Content to Consumer Stores as quickly as possible. However, the timeline for distribution may vary depending on the specific requirements and processing times of each Consumer Store.

  • You will be notified once your Content is live on the Consumer Stores, and you will be provided with any available links or information related to its availability.

Payments and Accounting TBD!!!!!!!!!

(a) Payment of Net Income:

  • SONGS will pay you one hundred percent (100%) of Net Income earned from the exploitation of your Content, less any fees and expenses as outlined in this agreement. Payments will be made to your designated account in a timely manner after SONGS receives the income from Consumer Stores.

(b) Net Income Definition:

  • "Net Income" refers to the gross receipts received by SONGS from Consumer Stores for the exploitation of your Content, minus any taxes, fees, or other charges that may be applied by Consumer Stores or required by law, and any applicable administrative or transaction fees as specified by SONGS.

(c) Accounting Statements:

  • You will have access to detailed accounting statements through your SONGS account dashboard. These statements will outline the earnings from each Consumer Store, the applicable deductions, and the net amount payable to you. Statements will be updated periodically as SONGS receives reports and payments from Consumer Stores.

(d) Payment Schedule:

  • Payments will be made to your designated account on a monthly basis, provided that the total amount due to you exceeds the minimum threshold of $10.00 USD. If your account balance is below this threshold, the payment will be carried over to the following month until the minimum amount is reached.

(e) Payment Method:

  • Payments will be made via electronic transfer to the bank account or payment method specified in your SONGS account settings. You are responsible for providing accurate and up-to-date payment information. SONGS is not responsible for any delays or losses resulting from incorrect payment details provided by you.

(f) Currency and Exchange Rates:

  • All payments will be made in United States Dollars (USD). If any amounts received by SONGS are in a different currency, they will be converted to USD at the prevailing exchange rate at the time of the transaction. You will bear any currency exchange fees or fluctuations.

(g) Taxes:

  • You are responsible for all taxes, duties, and other governmental charges associated with your earnings. SONGS may withhold taxes as required by applicable law and will provide you with documentation of such withholdings if necessary.

(h) Audit Rights:

  • You have the right to audit SONGS' records related to your earnings once per year, at your own expense, to verify the accuracy of the payments made to you. Any audit must be conducted during regular business hours and upon thirty (30) days prior written notice to SONGS. If the audit reveals an underpayment, SONGS will promptly pay you the amount of the underpayment. If the audit reveals an overpayment, you will promptly refund the overpaid amount to SONGS.

(i) Disputes and Adjustments:

  • If you dispute any accounting statement or payment, you must notify SONGS in writing within thirty (30) days of receipt of the statement or payment in question. SONGS will review the dispute and provide a resolution within a reasonable timeframe. Adjustments, if any, will be made to your account as necessary.

(j) Market Manipulation and Sale of Stolen Property:

  • You are strictly prohibited from engaging in any form of market manipulation, including, but not limited to, artificially inflating sales, streams, or other metrics. Additionally, you must not submit or sell any stolen property or content for distribution through SONGS. Any violation of this clause will result in immediate termination of your account and forfeiture of any earnings generated through such activities.

Term and Termination

(a) Term:

  • This Agreement shall commence on the date you agree to the terms and conditions by clicking the “I Agree” button and shall continue in full force and effect until terminated as provided herein (the “Term”).

(b) Termination by You:

  • You may terminate this Agreement at any time by providing thirty (30) days written notice to SONGS, provided that you meet one of the following conditions:

    1. You hold all the Songshares of the song you wish to transfer.

    2. You have entered into a contract with another digital distribution company that outlines the payment obligations to the Songshare holders of that song.

(c) Termination by SONGS:

  • SONGS may terminate this Agreement at any time, with or without cause, by providing you with thirty (30) days written notice.

  • SONGS may also terminate this Agreement immediately if you breach any material term of this Agreement, including but not limited to, engaging in market manipulation, submitting stolen property, or violating intellectual property rights.

(d) Effect of Termination:

  • Upon termination of this Agreement, SONGS will cease the distribution of your Content and will instruct all Consumer Stores to remove your Content from their platforms within a commercially reasonable timeframe.

  • Any unpaid Net Income owed to you at the time of termination will be paid to you in accordance with the payment terms set forth herein.

  • If you terminate the Agreement and meet the conditions set forth in Section (b) above, SONGS will facilitate the transfer of your Content to the new digital distribution company in accordance with the terms of the contract you have with the new distributor.

(e) Transfer of Content to Another Distributor:

  • In the event that you wish to transfer your Content to another digital distribution company, you must either:

    1. Hold all the Songshares of the song you wish to transfer.

    2. Enter into a contract with the new digital distribution company that specifies the payment obligations to the Songshare holders. This contract must be provided to SONGS for verification before any transfer is initiated.

  • SONGS will work with you and the new digital distribution company to ensure a smooth transition of your Content, including the continuation of payments to Songshare holders as specified in the new contract.

(f) Survival:

  • The provisions of this Agreement that by their nature extend beyond the termination or expiration of this Agreement will survive and remain in effect until all obligations are fulfilled, including but not limited to, payment of Net Income, indemnification, and confidentiality obligations.

Representations and Warranties

By using the Services, you represent and warrant that:

(a) Authority and Capacity:

  • You are at least eighteen (18) years of age or the age of majority in your jurisdiction and have the full right, power, and authority to enter into this Agreement and fully perform your obligations hereunder.

(b) Ownership and Control:

  • You are the owner or have the necessary licenses, rights, consents, and permissions to use and authorize SONGS to use all intellectual property rights in and to any Content that you submit, including, without limitation, all copyrighted materials, trademarks, trade secrets, and other proprietary rights.

(c) Content Compliance:

  • Your Content, and the use of your Content as contemplated by this Agreement, does not and will not infringe, violate, or misappropriate any third party’s intellectual property rights, privacy rights, publicity rights, or other legal rights.

(d) Accurate Information:

  • All information and data provided to SONGS, including but not limited to, metadata, descriptions, and ownership details, are accurate, complete, and current, and you agree to promptly update such information as necessary.

(e) No Infringement:

  • The Content does not contain any material that:

    1. Infringes any intellectual property right of any person or entity.

    2. Is defamatory, libelous, slanderous, or obscene.

    3. Violates any law or regulation.

(f) Permissions and Clearances:

  • You have obtained and paid for all necessary licenses, rights, consents, and permissions required to use and authorize SONGS to use the Content in all manners contemplated by this Agreement, including but not limited to, mechanical rights, synchronization rights, public performance rights, and master use rights.

(g) Market Manipulation and Stolen Property:

  • You have not engaged and will not engage in any activities that constitute market manipulation or the sale of stolen property, including but not limited to, artificially inflating play counts, sales, or other key metrics through the use of bots, scripts, click-farms, or other automated processes.

(h) Compliance with Laws:

  • You will comply with all applicable laws, rules, and regulations in connection with your use of the Services and the submission of your Content.

(i) Indemnification:

  • You agree to indemnify, defend, and hold harmless SONGS, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

    1. Your breach of any representation, warranty, or covenant in this Agreement.

    2. Any third-party claim that your Content or the use thereof infringes or violates any third-party rights, including intellectual property rights.

    3. Your violation of any applicable laws, rules, or regulations.

(j) No Conflict:

  • Entering into this Agreement and your performance under it does not and will not conflict with any other agreements to which you are a party or by which you are otherwise bound.

Process for Indemnification:

  1. Notice of Claim:

    • SONGS will promptly notify you in writing of any claim for which indemnification is sought. However, any failure to promptly notify you will not relieve you of your indemnification obligations, except to the extent that you are materially prejudiced by such failure.

  2. Control of Defense and Settlement:

    • You shall have the right to control the defense and settlement of any claim, provided that you:

      1. Promptly assume and diligently conduct the defense of the claim.

      2. Keep SONGS informed of the status and progress of the defense and any settlement negotiations.

      3. Do not settle any claim in a manner that imposes any liability or obligation on SONGS without SONGS' prior written consent, which shall not be unreasonably withheld.

  3. Participation in Defense:

    • SONGS shall have the right, at its own expense, to participate in the defense and settlement of any claim with counsel of its own choosing.

  4. Failure to Defend:

    • If you fail to assume or diligently conduct the defense of a claim, SONGS may assume the defense at your expense, and you shall promptly reimburse SONGS for all reasonable costs and expenses incurred in connection with such defense, including attorneys' fees and court costs.

By agreeing to this Indemnification provision, you acknowledge that SONGS has the right to seek indemnification for any claims arising from your breach of this Agreement, the Content you provide, or your use of the Services.

Limitation of Liability

(a) No Consequential Damages:

  • In no event shall SONGS, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

    1. Your access to or use of or inability to access or use the Services.

    2. Any conduct or content of any third party on the Services, including without limitation, any defamatory, offensive, or illegal conduct of other users or third parties.

    3. Any content obtained from the Services.

    4. Unauthorized access, use, or alteration of your transmissions or content.

(b) Cap on Liability:

  • In no event shall SONGS' aggregate liability for all claims related to the Services exceed the amount paid by you to SONGS for the past twelve (12) months prior to the claim giving rise to such liability.

(c) Basis of the Bargain:

  • The limitations of liability and damages set forth above are fundamental elements of the basis of the bargain between SONGS and you.

(d) Jurisdictional Limitations:

  • Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions and limitations may not apply to you. In such jurisdictions, SONGS' liability will be limited to the fullest extent permitted by applicable law.

(e) Force Majeure:

  • SONGS shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, strikes, embargoes, government orders, or any other force majeure event.

(f) Essential Basis:

  • You acknowledge that SONGS has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. You agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

By agreeing to this Limitation of Liability provision, you acknowledge and agree that SONGS' liability is limited to the maximum extent permitted by law, and that you are waiving any rights to seek damages or other relief beyond those limits.

Confidentiality

(a) Confidential Information:

  • You acknowledge that during the term of this Agreement, you may be exposed to certain confidential information ("Confidential Information") of SONGS OÜ, including but not limited to business strategies, pricing, marketing plans, customer lists, and proprietary technology.

  • You agree to maintain the confidentiality of such Confidential Information and to use it solely for the purpose of performing your obligations under this Agreement.

  • You shall not disclose any Confidential Information to any third party without the prior written consent of SONGS OÜ, except as required by law or as necessary to perform your obligations under this Agreement.

(b) Exceptions:

  • The confidentiality obligations set forth in this Agreement shall not apply to information that:

    1. Is or becomes publicly known through no breach of this Agreement by you;

    2. Is rightfully received from a third party without restriction on use or disclosure;

    3. Is independently developed by you without the use of or reference to SONGS OÜ's Confidential Information; or

    4. Is required to be disclosed by law, provided that you promptly notify SONGS OÜ of such requirement and cooperate with SONGS OÜ in any lawful effort to limit or prevent such disclosure.

(c) Return of Confidential Information:

  • Upon termination of this Agreement or upon SONGS OÜ's request, you shall promptly return or destroy all materials containing Confidential Information and any copies thereof.

Miscellaneous

(a) Governing Law:

  • This Agreement shall be governed by and construed in accordance with the laws of Estonia, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Estonia, and the parties hereby consent to personal jurisdiction and venue therein.

(b) Entire Agreement:

  • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, regarding such subject matter. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

(c) Waiver:

  • No waiver of any term or condition of this Agreement shall be deemed a continuing waiver of such term or condition or any other term or condition, and any failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

(d) Severability:

  • If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the remainder of this Agreement, which will remain in full force and effect.

(e) Assignment:

  • You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of SONGS OÜ. Any assignment in violation of this Section will be null and void. SONGS OÜ may assign or transfer this Agreement without restriction.

(f) Relationship of the Parties:

  • Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Each party is an independent contractor and neither party shall have the authority to bind the other in any way.

(g) Notices:

  • All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email with confirmation of receipt, or mailed by certified or registered mail, return receipt requested, to the respective parties at their addresses set forth in this Agreement or at such other address as either party may specify in writing.

(h) Force Majeure:

  • Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for the payment of money) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, embargoes, government orders, or any other force majeure event.

(i) Survival:

  • The provisions of this Agreement that by their nature are intended to survive termination, including but not limited to confidentiality, indemnification, and limitation of liability, shall survive any termination or expiration of this Agreement.

By entering into this Agreement, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions set forth herein.

Dispute Resolution

(a) Negotiation:

  • In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this end, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

(b) Arbitration:

  • If the parties do not reach such solution within a period of 30 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the Estonian Chamber of Commerce and Industry Arbitration Court in accordance with the provisions of its Rules of Arbitration. The place of arbitration shall be Tallinn, Estonia. The language of arbitration shall be English. The award of the arbitrator shall be final and binding upon the parties.

Governing Law

  • This Agreement shall be governed by and construed in accordance with the laws of Estonia, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Estonia, and the parties hereby consent to personal jurisdiction and venue therein.

Contact Information

  • For any questions about these Terms of Service, please contact us at:

    • Email: your-email@songsou.com

    • Address: SONGS OÜ, [Your Address], Estonia

Acceptance of Terms

  • By using the SONGS OÜ service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Modification of Terms

  • SONGS OÜ reserves the right to modify these Terms of Service at any time. Any changes will be posted on the SONGS OÜ website and will be effective immediately upon posting. Your continued use of the service after any such changes constitutes your acceptance of the new Terms of Service.

Severability

  • If any provision of these Terms of Service is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.