Songwriters.ca is a songwriting and music networking service that allows Members to create distinctive personal and business profiles online in order to discover, locate, collaborate, and communicate with signed and unsigned songwriters. The services offered by Songwriters Association of Canada (herein “S.A.C.”, “we”, “our” and “us”) include the Songwriters.ca website and any other features, content, or applications offered from time to time by S.A.C.. The S.A.C. services are hosted in Canada.
S.A.C.may periodically modify this Agreement and such modification shall be effective upon posting on the S.A.C.website. You agree to be bound to any changes to this Agreement when you use the S.A.C. services after any such modification is posted. Therefore, you should review this Agreement regularly to ensure you are updated as to any changes.
Your profile may not include lewd, violent, sexual, or obscene photographs or otherwise objectionable subject matter. Content or information provided by other S.A.C. Members, however, may contain inaccurate, inappropriate, or offensive material; S.A.C. assumes no responsibility or liability for this material. Contact S.A.C. at [email protected] if you become aware of misuse of the S.A.C. services by any person.
S.A.C.has the right to reject or remove any posting, upload, song, profile (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the S.A.C.services at any time, for any or no reason, with or without prior notice, and without liability. When you visit songwriters.ca or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. 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.
1. Eligibility. By using the S.A.C.services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the S.A.C.services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 18 years of age. If you are under 18 years of age and want to become a member, you may contact [email protected] directly in writing for discretionary approval. Use of and Membership in the S.A.C.services is void where prohibited.
2. Term. This Agreement shall remain in full force and effect while you use the S.A.C. services or are a Member. You may terminate your Membership at any time. S.A.C. may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-14.
3. Fees. You acknowledge that S.A.C. reserves the right to charge for the S.A.C. services and to change its fees from time to time to its discretion. If S.A.C. terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees. Members who terminate their Accounts are not entitled to any refund.
4. Unauthorized Use by Users. The S.A.C. website prohibits Users from collecting usernames, email addresses, and/or any other personal information for the purpose of sending spam and/or unsolicited email or for any other commercial endeavour not approved by the S.A.C. services.
5. Proprietary Rights in content on Songwriters.ca.
(a) S.A.C. does not claim ownership rights in the materials you post to the S.A.C. website. Such materials may include, without limitation, written text, files, images, photos, video, songs, lyrics, poetry, sounds, musical works, works of authorship, or any other materials (collectively, “content”) that you post to SAC. After posting your content to SAC, you continue to retain all ownership rights in such content, and you continue to have the right to use your content in any way you choose. By displaying or publishing (“posting”) any content on or through the S.A.C. services, you hereby grant to S.A.C. a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such content solely on and through the S.A.C. services. This limited license is needed to provide the S.A.C. services. The license you grant to S.A.C. is non-exclusive, fully-paid and royalty-free (meaning that S.A.C. is not required to pay you for the use on the S.A.C. services of the content that you post), sublicensable (so that S.A.C. is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the S.A.C. services), and worldwide (because the Internet and the S.A.C. services are global in reach). This license will terminate at the time you remove your content from the S.A.C. services.
(b) You represent and warrant that: (i) you own the content posted by you on or through the S.A.C. services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your content on or through the S.A.C. services does not violate the privacy rights, publicity rights, copyrights, trademarks, contract rights or any other rights of any person or business. You agree to pay fully for all royalties, fees, liabilities, damages and any other monies owing any person by reason of any content posted by you to or through the S.A.C. services. Except for content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell ANY content appearing on or through the S.A.C. services.
(c) The S.A.C. services contain content of the SAC. Songwriters.ca website content is protected by copyright, trademark, trade secret and other laws, and S.A.C. owns and retains all rights in the Songwriters.ca content and the S.A.C. services. S.A.C. grants you a limited, revocable, nonsublicensable nonassignable license to reproduce and display the Songwriters.ca content (excluding any software code) solely for your personal or business use in connection with viewing the S.A.C. website and using the S.A.C. services.
(d) The S.A.C. grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of the S.A.C.. This license does not include any resale or commercial use of this site or its contents; any collection and use of any listings or descriptions; any derivative use of this site or its contents; any downloading or copying of information for the benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the S.A.C.. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the S.A.C. without express written consent. You may not use any meta tags or any other “hidden text” utilizing the S.A.C.’s name or trademarks without the express written consent of the S.A.C.. Any unauthorized use terminates the permission or license granted by the S.A.C.. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Songwriters.ca so long as the link does not portray S.A.C., or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any S.A.C. logo or other proprietary graphic or trademark as part of the link without express written permission.
6. Content Posted. S.A.C. may delete any content for any reason at anytime. S.A.C. does not monitor content, and we assume no responsibility for monitoring the S.A.C. services for inappropriate content or conduct. If S.A.C. chooses, in its sole discretion, to monitor the S.A.C. services, it nonetheless assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content. Content is not necessarily reviewed by S.A.C. prior to posting and does not necessarily reflect the opinions or policies of SAC. S.A.C. makes no warranties, express or implied, as to the content or to the accuracy and reliability of the content or any material or information that you transmit to other Members.
Visitors may post reviews and comments; and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. The S.A.C. reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, unless we indicate otherwise, you grant S.A.C. a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media relating to the marketing or promotion of S.A.C. services. Your content will not be used for profit generating purposes without your approval. You grant S.A.C. and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will fully indemnify S.A.C. for all claims resulting from content you supply. The S.A.C. has the right but not the obligation to monitor and edit or remove any activity or content. The S.A.C. takes no responsibility and assumes no liability for any content posted by you or any third party.
Member acknowledges that material submitted will be listened to by any of the users identified and that if they are interested in Member’s material, users will have immediate access to Member’s email address in Member’s profile and will contact Member directly.
7. Content/Activity Prohibited. S.A.C. reserves the right to investigate and take appropriate legal action against anyone who, at SAC’s sole discretion, violates this provision, including without limitation, removing the offending content, communication or infringing material from the S.A.C. services and terminating the Membership of such violators. S.A.C. reserves the right, at its sole discretion, to report you to law enforcement authorities for suspected criminal activity.
8. Copyright / Intellectual Property Policy. The S.A.C. Copyright / Intellectual Property policy is strictly enforced. Use of the S.A.C. services is governed by our Copyright/Intellectual Property Policy which is incorporated into this Agreement by this reference. All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of S.A.C. or its content suppliers and protected by Canadian and international copyright laws. The compilation of all content on this site is the exclusive property of S.A.C. and protected by Canadian and international copyright laws. All software used on this site is the property of S.A.C. or its software suppliers and protected by Canadian and international copyright laws. All rights to this website and its content, including but not limited to, copyright, trademark, and all intellectual property to website content, videos, and photographs (herein “Materials”), are the property of S.A.C.. The Materials from our website shall not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way whatsoever without the full legal written permission from S.A.C.. To do so without such permission would be an infringement of copyright laws and reproduction of any of Materials found on this website without written permission may subject you to legal action we will enforce our intellectual property rights to the extent permitted by law.
All users of our website agree that they do not acquire any ownership rights in any downloaded content.
Where reproductions of Materials found on this website are copied with written permission from us, copyright to such Materials shall be vested solely in S.A.C..
10. Disclaimers. The S.A.C. services are provided “AS-IS” and S.A.C. expressly disclaims any warranty of fitness for a particular purpose or non-infringement. The S.A.C. cannot guarantee and does not promise any specific results from use of the S.A.C. services. S.A.C. is not responsible for any incorrect or inaccurate content posted on the S.A.C. website or in connection with the S.A.C. services, whether caused by Users of the S.A.C. services or by any of the equipment or programming associated with or utilized in the S.A.C. services. Some Member profiles contain links to other websites; S.A.C. is not responsible for the content, accuracy or opinions expressed on such websites. Inclusion of any linked website on the S.A.C. services does not imply approval or endorsement of the linked website by SAC. When you access these third-party sites, you do so at your own risk. S.A.C. takes no responsibility for third party advertisements which are posted on this S.A.C. website or through the S.A.C. services, nor does it take any responsibility for the goods or services provided by its advertisers. S.A.C. assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. S.A.C. is not responsible for any electronic or technical malfunction related to the S.A.C. services, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the S.A.C. services. Under no circumstances shall S.A.C. be responsible for any loss or damage, including personal injury or death, resulting from use of the S.A.C. services, attendance at a S.A.C. services event, from any content posted on or through the S.A.C. services, or from the conduct of any Users of the S.A.C. services, whether online or offline.
11. Limitation on Liability. IN NO EVENT SHALL THE S.A.C. OR ANY S.A.C. SERVICE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF THE S.A.C. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE SAC’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE S.A.C. FOR THE S.A.C. SERVICES DURING THE TERM OF MEMBERSHIP.
THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY S.A.C. ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. S.A.C. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, S.A.C. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES FOR A PARTICULAR PURPOSE. S.A.C. DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE; THEIR SERVERS; OR E-MAIL SENT FROM S.A.C. ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. S.A.C. WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
12. Disputes. If there is any dispute about or involving the S.A.C. services, you agree that the dispute shall be governed by the laws of the Province of Ontario, Canada without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the courts of Canada located in the Province of Ontario, City of Toronto. If an action is brought to enforce the terms of this Agreement, then the prevailing party in that action shall be entitled to recover its costs and attorneys’ fees in that action.
13. Indemnity. You agree to indemnify and hold SAC, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the S.A.C. services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any content that you post on the S.A.C. website or through the S.A.C. services causes the S.A.C. to be liable to another.
14. Other. This Agreement is accepted upon your use of the S.A.C. website or any of the S.A.C. services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and S.A.C. regarding the use of the S.A.C. services. The failure of S.A.C. to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Please contact us at: [email protected] if you have any questions regarding this Agreement.