Terms and Conditions


SONGBAY LTD
TERMS Of USE 05/07/2011 

To summerize this document: In order to use our service you need to be the rightful owner of all material you upload to our website and agree to our code of conduct. In this regard please pay careful attention to sections 4, 9 and 18 below.

THIS WEBSITE IS DIRECTED AT AND ONLY MEANT TO BE USED BY YOU FORTHE PURPOSE OF ACCESSING AND USING THE ONLINE SERVICES PROVIDED. THESE TERMS AND CONDITIONS APPLY TO YOUR USE OF THIS WEBSITE AND BY ACCESSING THIS WEBSITE AND USING THE ONLINE SERVICES YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS DO NOT ACCESS OR USE THIS WEBSITE AND THE ONLINE SERVICES PROVIDED.

  1. Definitions of Words and Expressions

    In these Terms and Conditions unless inconsistent with the context or otherwise specified the following definitions will apply to words and expressions:

    • "Affiliates" means SONGBAY Organisations and all of our third party licensors;
    • "Services" means the content, features and functionality provided via this Website.
    • "Terms and Conditions" means these terms and conditions as may be varied or amended from time to time and any additional terms and conditions or disclaimers with reference to or displayed on the Website whether by hypertext link or otherwise;
    • "Transaction" means any transaction effected through the Services including but not limited to the contract of purchase and sale between buyer and seller using this website.
    • "Material" and "Submission" are used interchangeably and refer to any item/s, service/s, or product/s offered through Songay Ltd or uploaded or downloaded by means of digital media transference to this website, including recorded songs, musical arrangements, musical transcriptions, backing tracks, lyrics and text
    • "Website" refers to the company named Songbay Ltd located at: http://www.songbay.co or any subsequent URL used by us from time to time;
    • "You" means the person accessing and using this Website.
    • "WE" refers to any person acting on behalf of Songbay Ltd

  2. Online Service

    This Website acts as an online venue to allow the buying and selling of material (in accordance with applicable law and regulations) and to provide an opportunity to bid for, or buy/ purchase such material.

    By accessing or using the services, you agree to be legally bound by these Terms and Conditions. By clicking and acknowledging that you agree to these Terms and Conditions on the Website You certify that You accept these Terms and Conditions.

    We reserve the right to change these Terms and Conditions at any time. Amendments will take effect when posted on the Website. The date of the Terms and Conditions are stated at the top of the Terms and Conditions. The Terms and Conditions current at the start of a Transaction will apply until that Transaction is completed. Your continued use of the Services after any amendments to the Terms and Conditions shall be deemed to constitute your binding acceptance of such amendments.

    We reserve the right to modify or withdraw this Website (or any part) at any time without notice.

  3. The Service

    As a user of Songbay, you are responsible to verify the accuracy and legality of the following:
    (i) any content, including without limitation programming, services, features, music, sound recordings, lyrics, data, text, images, photographs, graphics, scripts, sounds, video, logos, trademarks, service marks, compilation of content, format, design, user interface or software made available through or which appears on the Site or Service, whether by us, users of the Site or others ("Content"), that you purchase or otherwise use though the Site or the Service.
    (ii) The ability of any user, advertiser, sponsor, affiliate or strategic partner to perform any transaction with you. Any such transaction is at your own risk, and you are encouraged to seek independent professional advice before entering into any such transaction.

  4. Intellectual Property Rights

    You are granted a limited licence to access and use this Website solely for the purposes of use connected with the Services. All contents of this Website including, but not limited to, the text, graphics, links and sounds are owned by Songbay Ltd and may not be copied, downloaded, distributed or published in any way without Songbay Ltd's prior written consent.

    You are not permitted to use any Logos, trademarks or service marks whether registered or unregistered of Songbay Ltd without their prior written consent. You may not frame or utilise framing techniques that include any proprietary information such as images, text or page layout without the prior written consent of Songbay Ltd. You may not use any "metatags" or any other type of hidden text that uses any trademarks, logos or service marks of Songbay Ltd without prior written consent.

    You agree not to copy, modify, download (other than page caching), store or sell any part of this Website without our prior written consent of Songbay Ltd.

    Any information provided by this Website may not be disclosed, reproduced, copied or sold for any commercial purpose other than for obtaining the Services via this Website.

    In relation to any information, materials or other content that you submit to Songbay Ltd, for example, music, sound recordings, lyrics, images and information, you grant us access on your behalf to reproduce, publicly display and perform your submissions (via our website media players)  to others for the purpose of licensing to other users, selling to others or promoting your material to other users of the Site or its services pursuant to the terms of the Service (unless restricted by applicable law).

    You warrant and represent that
    (i) you are the rightful owner of all of the intellectual property and copyrights to all material uploaded to our site or have the appropriate license and sublicense rights from the owner, and that ownership of such rights is not in dispute,
    (ii) your Submissions will be true and accurate and in compliance with all of the terms of this Agreement, and
    (iii) if you are an entity or organisation other than an individual, you are the authorised representative of the entity or organisation, you have the legal right and authority to submit and display the Submission.

    We reserve the right to decide whether, where, and how a Submission is listed on the Site. We may refuse to post, deliver, modify or otherwise use or take any action with respect to any Submission. If we have questions about your Submissions including without limitation with respect to copyright, we may contact you for further information. We may remove Submissions without prior notice.

    You agree that you are responsible for the transfer of ownership of or license to your intellectual property or copyrights to your Submissions (as the case may be) when you are dealing with a buyer and that you are responsible for compliance with all applicable laws and regulations.

    You may request us to remove a Submission posted by you from the Site.

    We are not involved in or party to any interaction or transaction between you and any other user of the Service or the Site, nor any advertiser, sponsor, affiliate or strategic partner or any other third party, and are not acting as your or any other party's agent or advisor. We do not endorse any Content originated by a user, vendor or any other third party, and cannot guarantee any aspect of such interaction or transaction. Further, we have no control over the quality, safety or legality of any Content originated by a user, vendor or any other third party, nor transactions that take place on the Site or through the Service (such as content delivery method used to deliver music), and have no obligation to do so (though we reserve the right to do so).

    You acknowledge that we may, in our sole discretion and at any time(s), change or discontinue providing any part of the Service including imposing a fee for the use of certain services, upon posting a notice on the Site. In addition, we may, from time to time, perform maintenance upon the Site or Service resulting in interrupted service, delays or errors in the Site or Services. We will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

  5. Participation in the Online Service

    You may browse the Website at any time without registering. To use the Services, You are required to register as a member by completing the online "User Registration Form" on the Website and submitting it to Us by clicking on the "Register" link. You should only register if You qualify for membership.

    The Services are only available to individuals who are:
    Aged 18 years and over (and by registering and accepting these Terms and Conditions You represent to Songbay Ltd that You are not a minor and can form legally binding contracts under applicable law); and
    If You are registering on behalf of a business entity, You represent and warrant that You have authority to bind the entity to these Terms and Conditions. Without prejudice to your warranty, We reserve the right to ask You for written authority from the business entity before registering any business entity.
    You agree to ensure that your registration details are up to date and accurate and when necessary up date any details using the "Edit Registration" link on the Website.
    You warrant and undertake to Us that all the information supplied to Us on the User Registration Form is true and accurate.
    We reserve the right in our sole discretion to refuse any application to register and access the Services and to temporarily or indefinitely suspend any registered members.

  6. User Name and Passwords

    You are solely responsible for keeping your personal user name and password secure and confidential. You should not share, display, disclose or permit your user name or password to be disclosed to any other party.

    You are responsible for use of the Services when access to the Services is obtained through the use of your user name and password whether authorised or unauthorised.

    You agree not to impersonate any other person or entity or use any false name or use any other person's user name and password to access the Services.

    If you believe that Your user name and/or password has become known to another person or You are aware of any other breach of security regarding the Services, then You must notify Us immediately.

    You agree and warrant that You will implement and comply with the above procedures.

    We reserve the right to withdraw user names and passwords at any time without notice and in our sole discretion including but not limited to where We have reason to believe that such user name and password have been discovered and/or used by any person or organisation other than You.

    You may not transfer your account in the Site to any other without our prior written consent.

  7. General rules governing bidding and buying

    You can only use the full functionality of our Services if You are registered. You agree to comply with any instructions or notifications posted on the Website from time to time in relation to use of the Services.

    All transactions will be conducted in pounds sterling ("GB £ "). You are responsible for ensuring that You have sufficient funds to cover the cost of your purchase and make payment in accordance with the applicable payment method.

    You agree to comply with all applicable laws, statutes and regulations concerning our use of the Services.

  8. Payment

    We are not responsible for any issues arising from unsuccessful payment transactions using third party banking/ money exchange services.

  9. Receipt of Material

    Receipt of material will be in the form of digital download. Either: Wav, MP3 Word or PDF formats.
     

    We have no direct involvement in transactions between users. Our role is one of a facilitator between seller and buyer. Consequently, we are not liable for any damages caused by misuse or misunderstanding of our service or from user error.

    We do not post the items advertised on this Website. You acknowledge that We:
    1. are not the owner of the items being sold;
    2. will only get involved with any dispute between seller and buyer to the extent set out in our dispute resolution procedure;
    3. are not responsible in any way if any items displayed and subsequently sold via this Website prove unsatisfactory.
    We are not responsible for ensuring that buyer and seller complete a transaction and make no guarantees whatsoever to users that their material will be purchased if displayed on our website.

  10. Returns

    There is no return policy offered through Songbay Ltd.

    You acknowledge that there is no other right to return or cancel items that You have purchased and that the Consumer Protection (Distance Selling) Regulations 2000 do not apply to these Services.

    In the event of a dispute, You and Songbay Ltd agree to follow the dispute resolution procedure set out in clauses 16 and 17 below.

  11. Availability of the Website

    We reserve the right to refuse submissions to our website without explanation where in our opinion, they do not meet our selection criteria. Rejected submissions are not deducted from user upload entitlement. In the advent of 5 declined submissions to our site, we will offer the user a refund of their subscription payments (up to a maximum of 3 months payments prior to the 5th declined submission).

    We only reimburse funds relating to subscription payments, we do not compensate for any other user expenses, perceived or otherwise, occurring as a result of use of our service, e.g., website expenses, stationary, administration time, etc.

    We reserve the right to refuse, suspend or terminate user accounts without notice where they breach our terms and conditions.

    We cannot guarantee that access to the website will be uninterrupted or that e-mails or other electronic transmissions will be sent to you or received by us or that the content of such transmissions will be secure during transmission.

  12. Data Protection

    The Service allows users to access other users' contact information, and accordingly your contact information shall be accessible to others.

    You agree that any and all personal information and data collected from You via this Website forming part of the Services may only be used in accordance with the current Data Protection act of the United Kingdom.

  13. LIMITATION OF LIABILITY

    NOTHING IN THESE TERMS AND CONDITIONS EXCLUDES OR LIMITS LIABILITY FOR DEATH OR PERSONAL INJURY, DISHONESTY, FRAUDULENT MISPREPRESENTATION, STATUTORY RIGHTS OF CONSUMERS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT OR OTHERWISE TO THE EXTENT PERMITTED BY APPLICABLE LAW.

    SUBJECT TO THE ABOVE CLAUSE:
    1. WE MAKE EVERY REASONABLE EFFORT TO ENSURE THAT SONGBAY LTD PROVIDE ACCURATE, COMPLETE AND UP-TO-DATE INFORMATION ON THIS WEBSITE. HOWEVER, THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND EXPRESS OR IMPLIED REGARDING THE CONTENTS OR AVAILABILITY OF THE WEBSITE OR SERVICES.
    2. USE OF THE WEBSITE AND ITS RELATED SERVICES ARE AT YOUR SOLE RISK. WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER ARISING AS A RESULT OF YOUR USE OR RELIANCE ON THE WEBSITE OR SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
    3. WE EXCLUDE ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND REPRESENTATIONS OF ANY KIND, EXPRESSOR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITHTHE SERVICES AND THE WEBSITE TO THE FULLEST EXTENT PERMITTED BY LAW.
    4. ANY MATERIAL INCLUDING SOFTWARE DOWNLOADED FROM THIS WEBSITE OR AS PART OF THE SERVICES IS AT YOUR OWN RISK AND WE DO NOT ACCEPT LIABILITY FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED AS A RESULT OF ANY COMPUTER VIRUSES, BUGS, TROJAN HORSES, WORMS, SOFTWARE BOMBS OR OTHER SIMILAR PROGRAMS ARISING FROM YOUR USE OF THIS WEBSITE. WHILST WE WILL DO OUR BEST TO ENSURE THAT THE WEBSITE IS FREE FROM SUCH DESTRUCTIVE PROGRAMS, IT IS YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS TO SCAN FOR SUCH DESTRUCTIVE PROGRAMS.
    5. ANY HYPERLINKS TO THIRD PARTY SITES PROVIDED VIA THIS WEBSITE EXIST FOR INFORMATION AND PROMOTIONAL PURPOSES AND YOUR CONVENIENCE ONLY. WE DO NOT ENDORSE THE CONTENT OF SUCH SITES. WE ARE UNABLE TO ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM THE CONTENT OF SUCH SITES.

      WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

      WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR OR VIRUS FREE ; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SITE, THE SERVICE OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE, OR IN CONNECITON WITH SUBMISSOIONS. YOUR USE OF THIS SITE, THE SERVICE AND CONTENT, IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.

      Without limiting the foregoing, we cannot and do not assure that other members of the Site are or will be complying with this Agreement, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

      We agree to publish and advertise user submissions (songs, lyrics, text) on behalf of our users and in accordance with our terms and conditions. UNDER NO CIRCUMSTANCES SHALL WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,EXEMPLARY OR CONSEQUENTIAL DAMAGES

      (I) ARISING FROM ANY PERCEIVED OR ACTUAL COPYRIGHT INFRINGEMENT ARISING AS A RESULT OF SUCH PUBLICATION OR ADVERTISEMENT. (In any dispute relating to copyright infringement, where submissions have been published on our website and later used without authorization by another party. The dispute is ALWAYS between the copyright owner and the unauthorized party, we are exempt from any responsibility, losses or damages arising from such disputes).  
      (II) OUT OF THE USE OR THE INABILITY TO USE THIS SITE OR THE SERVICE 
      (III) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES,
      (IV) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THIS SITE OR THE SERVICE, OR
      (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ONTHIS SITE OR THE SERVICE; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, whether based on contract, tort, negligence, strict liability or otherwise.

      Without derogating from any of the foregoing, our total aggregate liability under this Agreement, if any, in connection with the Site, the Services or the Content or the Agreement will be limited to the amount of fees actually paid by you to Songbay Ltd during the proceeding three (3) months for the Services giving rise to such liability, if any. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between us and you.

  14. Indemnification

    YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESSUS, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE SOLICITORS FEES RELATED IN ANY WAY TO:
    (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT;
    (II) YOUR USE OF,RELIANCE ON OR ACCESS TO THIS SITE, THE SERVICE OR THE CONTENT;
    (III) OR ARISING OUT OF YOUR SUBMISSIONS;
    (IV) YOU ENTERING INTO AN AGREEMENT, WITH ANY THIRD PARTY, INCLUDING AND WITHOUT LIMITATION OTHER USERS OF THE SERVICES, WITH RESPECT TO ANY CONTENT; OR
    (V)YOUR USE OF, RELIANCE ON OR ACCESS TO ANY THIRD PARTY SOFTWARE, APPLICATIONS OR DATA RESULTING FROM YOUR USE OF THE SITE OR THE SERVICES. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

    The laws of the United Kingdom will govern this Agreement. Any dispute arising from or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts of the United Kingdom

    Limitation of Claims
    You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

  15. User Indemnity

    You agree to fully indemnify, defend and hold Us harmless immediately upon demand from and against all actions, liability, claims, losses, damages, costs and expenses (including legal fees) We incur arising directly or indirectly as a result of your breach of these Terms and Conditions, including without limitation any claim against Songbay Ltd where you have not honoured your commitments in respect of a Transaction.

  16. Dispute Resolution Procedure

    In the event of any dispute with between buyer and seller arising in relation to these Terms and Conditions you agree to follow the following dispute resolution procedure:
    (a) You will notify Us of the nature of the dispute as soon as possible by email to enquiries@songbay.co
    (b) if any dispute is not resolved with 30 days from the date on which a notice setting out the nature of the dispute is received by Us, any party may then take such steps as it feels are necessary to resolve the dispute.

    IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE SONGBAY LTD (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

  17. Notices

    Except as otherwise stated, any notices that you wish to send to Us should be e-mailed to enquiries@songbay.co - Any notices that We may wish to draw to your attention will be displayed on the Website.

    Notices will be deemed received upon confirmation of complete receipt being given by Us;

  18. User Conduct

    You may access and use the Site and Service only for its purposes as intended by the normal functionality of the Site and Service, as long as you are in compliance with all provisions of this Agreement

    In connection with your use of the Site and the Service and any content submitted by you to Songbay Ltd, (including without limitation programming, services, features, music, sound recordings, lyrics, data, text, images, photographs, graphics, scripts, sounds, video, logos, trademarks, service marks, compilation of content, format, design, user interface, software) you agree to abide by all applicable local, national and international laws and regulations and not, nor allow or facilitate a third party to, violate or infringe any rights (indulging without limitation copyrights, rights of publicity or privacy and trademarks) of others or our policies or the operational or security mechanisms of the Service, and without limiting the foregoing you may:
    • Not use the Site (including without limitation the communication systems provided by the Site), the Service or the Content, to promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities, including without limitation deceptive impersonation, in connection with contests, competitions, pyramid schemes, surveys, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or otherwise).
    • Not interfere with the access, use or enjoyment of this Site or the Service by others (including without limitation causing greater demand on the Service than is deemed by us reasonable, attacks such as "flaming" other participants in a manner that might incite or perpetuate a conflict or argument, and creating usernames to attack other participants' identities ); harass or defame others; or promote hatred towards any group of people.
    • Not harvest or otherwise collect non-public information about another user obtained through the Site, the Service or the communication systems provided by the Site (including without limitation email addresses), without the prior written consent of the holder of the appropriate rights to such information.
    • Not alter, modify, delete, forge, frame, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise any part of the Site, the Service, any of its Content, or features
    • Not a access or attempt to access any other of Songbay Ltd's systems, programs or data that are not made available for public use or bypass or attempt to bypass any registration processes on the Site.
    • Not decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Site or the Service except if and to the extent permitted by applicable law.
    • Not modify or disable any copy protection or use limitation systems associated with any of the Digital Downloads.
    • Not copy, distribute, transmit, publicly display, publicly perform, rent or sell any portion of the Service or the Site.
    • >Not use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to monitor or scrape information from this Site or the Service, or bypass any robot exclusion request (either on headers or anywhere else on the Site).
    • Not contact a seller or purchaser of rights in order to enter into a transaction outside of the Site if the introduction between you and the other party was made through the Service.
    • Not use any meta tags or any other "hidden text" utilizing any trademarks or intellectual property owned or licensed by Songbay Ltd.
    • Not create or provide any other means through which the Site may be accessed, for example, through server emulators, whether for profit or not.
    We may block access to this Site or the Service from any user that we suspect of breaching any term of this Agreement

  19. Termination of the Service

    We reserve the right in our sole discretion to:
    (a) discontinue any auction or bid and exclude You from using the Service where You are in breach of any of these Terms and Conditions;
    (b) suspend or discontinue the Service at any time.

  20. Third Party Rights

    These Terms and Conditions do not create any rights or benefits enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999) except:
    (a) an Affiliate shall have the right to enforce any rights or benefits in these Terms and Conditions;
    (b) an Affiliate shall have the right to enforce the rights or benefits of any indemnity, limitation and/or exclusion of liability in these Terms and Conditions;
    (c) a person who is the permitted successor or assignee under clause 19.1 below of the rights or benefits of these Terms and Conditions may enforce such rights or benefits.

    No consent from the persons referred to in this clause is required to vary or rescind these Terms and Conditions (whether or not in a way that varies or extinguishes rights or benefits in favour of such third parties).

  21. General Information

    You may not use any part of the Website on any other website or link to the Website without our prior written consent, except that You may link to this Website provided that you do not misrepresent your involvement with this Website and that You do nothing in our opinion that may bring the Website into disrepute or in our sole discretion is detrimental to the Services.

    We reserve the right to transfer, assign or sub-contract all or any of our rights and duties and responsibilities set out in these Terms and Conditions to another party.

    Headings have been included for convenience only and will not be used in construing any provision of these Terms and Conditions.

    No delay or failure by Us to exercise any powers, rights or remedies under these Terms and Conditions will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies include any other or further exercise of them.

    If any provision of these Terms and Conditions shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

    To the extent permitted by applicable law, these Terms and Conditions will be construed in accordance with and governed by the laws of England and each party agrees to submit to the exclusive jurisdiction of the courts of England.

  22. Fees

    We offer a variety of fee-based and paid subscription services. If you wish to use such services, you must pay the required fee associated with such service, pursuant to our policies and any other applicable agreements or terms and conditions as in effect from time to time. Unless otherwise stated, all fees are quoted in UK Pounds Sterling. You are responsible for paying all fees and applicable taxes associated with the Site and Services in a timely manner with a valid payment method.

  23. Public Forums and Communications

    When using the Site or the Service, you will be exposed to Submissions from a variety of sources, and we are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such Submissions. You may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us, our owners, operations, affiliates and licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site, the Service or the Content.

    The Site has certain features that enable users to interact directly with each other, including by sending private messages to other site members and posting comments and opportunities on our forum and opportunity sections ("Public Forums"). While using a Public Forum or reading a private message, you may be exposed to content of other users with which
    (a) you may disagree,
    (b) that you may find offensive, indecent, or objectionable, or
    (c) is inaccurate, misleading, or illegal.

    You expressly assume and agree to bear any and all risks associated with your use of, exposure to or reliance on any such content. You should be sceptical about information provided by others, and you acknowledge that the use of any Submissions posted in any Public Forum or received via a private message is at your own risk. Further, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated with. Information obtained in a Public Forum or from a private message may not be reliable, and it is not a good idea to take any action based solely or largely on information you cannot confirm. We cannot be responsible for the accuracy of any Submissions contained in a Public Forum, and we shall not be responsible for any decisions made or actions taken or not taken based on such information or content. For example, we are not responsible for any transactions based on Submissions contained in the Public Forums or a private message.

    The Site may include a feature that allows you to exchange useful and helpful information with other users of the Site ("Live Community"). Internet access is required to use Live Community. Please respect and interact with other users as you would in any public arena when using the Live Community feature. Exercise your judgment in evaluating and acting on (or ignoring) other users' Live Community sessions. Remember, due to the anonymous nature of the Internet, other Live Community users may not be who they say they are, know what they say they know or be affiliated with whom they say they are affiliated. We do not endorse and are not responsible for the accuracy of the content in Live Community. Live Community users may post hypertext links to content hosted and maintained by third parties. Your access to any linked sites is at your own risk, so use good judgment before you click on any link or access any linked site. Do not reveal information that you do not want to make public, such as by posting your contact information or email address while using Live Community. We reserve the right to monitor the Live Community content and designate our employees to act as monitors. Additionally, we reserve the right to edit, remove or refuse to remove Live Community content in our sole discretion.

    Please respect and interact with other users as you would in any public arena. Do not reveal information that you do not want to make public.

    We encourage you to report to us at enquiries@songbay.co any suspected violations of this Agreement or any other additional terms posted on the Site, in particular, as they relate to inappropriate behaviour or activity in our Public Forums. We reserve the right, but not the obligation, to investigate and take appropriate legal action in our sole discretion against anyone who we believe violates this Agreement, including removing the offending communication in whole or in part from the Site, suspending or terminating the membership of such violators or suspending or terminating their right to use and access the Site.

    We reserve the right, in our sole discretion, to adopt, modify and post additional rules in any Public Forum and to condition access to any such feature by any individual or group in accordance with age, geographic, or other criteria, to deny or restrict access by any individual or group who fails to meet that criteria or by anyone who fails to comply with our criteria or rules at any time, and to change or modify the criteria or rules at any time, in our sole discretion.

  24. Links to Other Websites

    The site contains links and references to websites of others. We may, from time to time, at our sole discretion, add or remove links to other websites. These links are provided solely as a convenience to you, and access to any such websites is at your own risk. You are recommended to review the information provided by third parties (such as, but not limited to, the terms of service of the relevant website) before accessing such websites. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites. In no event will we be responsible for the information contained in such websites, their practices or for your use of or inability to use such websites, or transmissions received from such sites. By using the Site, you expressly relieve us from any and all liability arising from your use of any third-party website. We encourage you to be aware when you leave the Site, and to read the terms and conditions and privacy policy of each other website that you visit.

  25. Links to this Site

    Subject to the terms of this Agreement and as long as this Agreement is not terminated, you may display a link to this Site as long as your use is not misleading, illegal or defamatory.

    Infringement Notices And Takedown
    If you believe that any material contained on this Site infringes your copyright, you should notify our administration team at: admin@songbay.co. We will then have the matter investigated by an appropriate agency.

    Your notice of copyright infringement should be in English and contain the following information:
    (a) a physical or electronic signature of a person authorised to act on behalf of the owner of the copyright interest that is allegedly infringed;
    (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed;
    (c) a description of the exact name of the infringing work and the location of the infringing work on the Service;
    (d) information sufficient to permit us to contact you, such as your physical address, telephone number and e-mail address;
    (e) a statement by you that you have a good faith belief that the use of the material identified in the manner complained of is not authorised by the copyright owner, its agent, or the law;
    (f) a statement by you that the information in the notification is accurate and, under penalty of perjury that you are authorised to act on the copyright owner's behalf.

    The Copyright Agent will only respond to any claims involving alleged copyright infringement. Notwithstanding this section, we reserve the right at any time and in our sole discretion, to remove content which in our sole judgment appears to infringe the intellectual property rights of another person.

    We shall be governed by, and construed and enforced in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with our service.


*Fair use Policy. Maximum number of music or lyric files permitted per user = 127.
For users on our 'Unlimited' package, accounts are initially limited to 127 uploads. Once the limit is reached, please email us so that we can reset your upload entitlement.
Maximum total storage space per user account is 1000 megabytes or 400 uploads, which ever is the greater.

Copyright Songbay Ltd 05/07/2011