Last Updated: 01.30.181. ACCEPTANCE OF THESE TERMS
These Terms & Conditions of Use (the “Terms”), are a legal contract between You (“You”), and TWEEDL, LLC, a Delaware limited liability company located at 1280 5th Avenue, New York, NY 10029 (hereinafter “TWEEDL” or “Us” or “Our” or “We”), which governs: (i) Your access to and use of the TWEEDL website available at www.tweedlmusic.com (the “Site”), whether as a guest or a registered user; (ii) Your access to and use of the mobile app made available by TWEEDL (the “App”); (iii) the use of all the text, data, metadata, information, software, graphics, photographs, sounds, music, audiovisual works, other video or audio works, mobile and device applications, interactive features and the like (all of which We refer to as “Service Content”) that We (and Our affiliates and business partners) may make available to You through the Site and the App; (iv) the submission and use of any Edited Content or User Content (each as defined below) by You through the Site and the App; as well as (v) any services We may provide through the Site and the App (all of which are collectively referred to in these Terms as this “Platform”). The term “You” includes additional registered users whenever permitted under the applicable subscription, visitors, and others who access or use any portion of the Platform.
PLEASE READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THIS WEBSITE IF YOU DO NOT ACCEPT THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS WEBSITE.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH TWEEDL. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW. 2. CHANGES TO THESE TERMS
We may change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. We will inform You of any modifications to these Terms by posting them on this Platform. All modifications are effective immediately when We post them, and apply to all access to and use of the Platform thereafter. We recommend that You review these Terms periodically so You are aware of any modifications, as they are binding on You.
If You object to any such modifications, Your sole recourse shall be to cease using the Platform. Your continued use of this Platform following notice of any such modifications indicates that You acknowledge and agree to be bound by the modifications.
These Terms may be superseded by expressly-designated legal notices or terms located on particular features or pages of the Platform. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded. 3. GENERAL USE; MINORS
TWEEDL is a mobile music discovery platform. When using the features of the Platform and/or the services available through it, including but not limited to, services received as part of a special offer, campaign or a partner deal (each, a “Special Offer”), You may be subject to any additional agreements, policies or guidelines applicable to such features or Special Offers (including, without limitation, promotions or other referral programs) that may be posted or become available from time to time. All such agreements, policies or guidelines are hereby incorporated by reference into these Terms. Special Offers will, unless otherwise specified, only be valid for customers in the country where it is issued.
You may not use the Platform in any way that is fraudulent or illegal or is expressly prohibited by these Terms. By using this Platform, You represent, acknowledge and agree that: (a) You are at least 18 years of age; or (b) if You are under 18 years of age but are at least 13 years old (a “Minor”), that You are using the Platform with the consent of Your parent or legal guardian and that You have received Your parent’s or legal guardian’s permission to use the Platform and agree to its Terms. If We reasonably believe that You have not told Us Your true age, We may suspend Your use of the services until You have provided Us with acceptable proof of age.If You are a parent or legal guardian of a Minor, You hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless TWEEDL if the Minor breaches any of these Terms. If You are not at least 13 years old, You are not permitted to use the Platform at any time or in any manner or submit any information to TWEEDL or the Platform.
If You are a parent or guardian of a Minor and believe TWEEDL may have inadvertently collected personal information from such minor, please notify TWEEDL immediately by sending an e-mail to email@example.com, detailing the basis of Your belief and Your request.
If You are using this Platform, and/or the services available through it, on behalf of a business entity, You represent and warrant that You have the legal authority and capacity to bind such business entity. If You are not authorized nor deemed by law to have such authority, You assume sole personal liability for the obligations set out in these Terms. 4. ACCESS TO THE PLATFORM; ACCOUNT SECURITY
You need not register with TWEEDL to simply visit and view the Platform. However, in order to fully access and use the Site, the App, Service Content, services, or other features offered on the Platform, or to access certain password-restricted areas of the Platform, You must successfully register an account with Us (each, a “User Account”), by either linking Your Facebook, Twitter or Google+ account or providing Us with Your name, a valid e-mail address and other additional information. By creating a User Account, You represent and warrant to: (a) provide accurate, current and complete information as prompted by any registration forms on the Platform; (b) maintain and promptly update such information and any other information provided to TWEEDL, to keep it accurate, current and complete; (c) maintain the security of Your password and identification; and (d) be fully responsible for all use of Your account and for any actions that take place using Your account.You expressly agree that You will not create a User Account on behalf of another individual or anyone other than Yourself or Your company. You acknowledge that Your account is personal to You and agree not to provide any other person with access to this Platform or portions of it using Your user name, password, or other security information. You agree to notify Us immediately of any unauthorized access to or use of Your user name or password or any other breach of security in relation to the Platform.We have the right to disable any user name, password, or other identifier, whether chosen by You or provided by Us, at any time in Our sole discretion for any or no reason, including if, in Our opinion, You have violated any provision of these Terms.We reserve the right to, at any time and without notifying You: (a) alter the Site, the Service Content and/or the services We offer You; (b) modify, suspend or discontinue the Platform (or any feature thereof); (c) restrict access to some parts of the Platform, or the entire Platform, to users, including registered users; and/or (d) suspend or remove Your User Account or prohibit Your use of the Platform if We believe there may have been a breach of security of Your User Account or if activities occur on Your User Account that We believe breach these Terms. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. 5. MOBILE APP
TWEEDL makes available the App to access its services via a mobile device. To use the App, you must have a mobile device that is compatible with the mobile service. TWEEDL does not warrant that the App will be compatible with Your mobile device. TWEEDL hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the App for one registered account on one mobile device owned or leased solely by you, for Your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third-party or use the App to provide time sharing or similar services for any third-party; (iii) make any copies of the App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices on the App. You acknowledge that TWEEDL may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the App or any copy thereof, and TWEEDL and its third-party licensors or suppliers retain all right, title, and interest in and to the App (and any copies thereof). Standard carrier data charges may apply to Your use of the App.The following additional terms and conditions apply with respect to the App that TWEEDL provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):You acknowledge that these Terms are between you and TWEEDL only, and not with Apple, Inc. (“Apple”).Your use of TWEEDL’s iOS App must comply with Apple’s then-current App Store Terms of Service.TWEEDL, and not Apple, are solely responsible for Our iOS App and the Service Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.You agree that TWEEDL, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or Your possession and/or use of Our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Us as provider of the iOS App.You agree that TWEEDL, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or Your possession and use of our iOS App.You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.You agree to comply with all applicable third-party terms of agreement when using Our iOS App (e.g., you must not be in violation of Your wireless data service terms of agreement when using the iOS App).The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to Your license of TWEEDL’s iOS App. Upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to Your license of the iOS App as a third-party beneficiary thereof.The following additional terms and conditions apply with respect to any Mobile Application that TWEEDL provides to you designed for use on an Android-powered mobile device (an “Android App”):You acknowledge that these Terms are between you and TWEEDL only, and not with Google, Inc. (“Google”).Your use of TWEEDL’s Android App must comply with Google’s then-current Android Market Terms of Service.Google is only a provider of the Android Market where you obtained the Android App. TWEEDL, and not Google, is solely responsible for TWEEDL’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to TWEEDL’s Android App or these Terms.You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to TWEEDL’s Android App. 6. INTELLECTUAL PROPERTY RIGHTS
(a) OwnershipYou acknowledge that the Platform, its entire contents, features and functionality, the Service Content and the trademarks, tradenames, service marks, trade dress or logos contained therein (“Marks”), and any other proprietary rights related thereto or appearing on the Platform, are owned by or licensed to TWEEDL, its licensors or other providers of such material, and are protected by copyrights, trademarks, service marks, patent rights, trade secrets and/or other proprietary rights (“Intellectual Property”). All Marks not owned by TWEEDL that appear on the Site are the property of their respective owners and are used by permission. Ownership of Marks and the goodwill associated therewith remains with Us or with those other entities. As between You and Us, We reserve all right, title, and interest not expressly granted in and to the Platform. You may only use the Platform (and the Intellectual Property) as expressly permitted under these Terms and for no other purpose. You are prohibited from using the Service Content as follows:Except as permitted under these Terms, all copying, distribution or other use of the Service Content, including, but not limited to, the use of framing or mirrors, is prohibited without the prior written consent of the Service Content rights holders.You have no right to engage in the commercial use, sale, resale, assignment, license, modification, making of copies or derivative versions, display, distribution or promotion of the Service Content.You have no right to any use that requires a public performance license.The use or posting of the Service Content on any other website, application or otherwise, or sharing of the Service Content in a networked computer environment, for any purpose is expressly prohibited.You shall only use the Service Content on platforms which are at Your disposal for Your personal use as provided herein and pursuant to Your the terms of Your User Account, and which support the Site’s technical protection system. You shall not circumvent or try to circumvent the Site’s technical protection system.The Site as a whole is copyrighted as a collective work, and Service Content appearing on or accessible through the Site, are owned by or licensed to TWEEDL and are likewise subject to copyright protection domestically and internationally. Service Content on the Platform are provided to You AS IS for personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of TWEEDL or the respective owners. You agree to not engage in the use, copying, or distribution of any of the Service Content other than expressly permitted herein, including any use, copying, or distribution of Content submitted by third parties obtained through the Platform for any commercial purposes. You must abide by all copyright notices, information, or restrictions contained in or attached to any Service Content.You agree not to circumvent, disable or otherwise interfere with security related features of the Platform or features or technical mechanisms that prevent or restrict use or copying of Service Content or enforce limitations on use of the Platform or the Service Content therein. You agree to be liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from Your use of this Platform.(b) LicensesTWEEDL grants You a personal, non-exclusive, non-transferable, limited and revocable license to access, download, run, use and display, as applicable, the Site and the Service Content for personal, non-commercial use on relevant devices owned or controlled by You, provided that You comply with all of the terms and conditions of these Terms. Such license also applies to updates and upgrades that replace or supplement the Site and the Service Content in any respect and which are not distributed with a separate license and related documentation. If You breach these Terms, all licenses terminate automatically and You must immediately destroy any downloaded or printed Service Content (and any copies thereof). Except as provided herein, You obtain no other rights under these Terms from TWEEDL to the Site or Service Content, including any related intellectual property rights. You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Platform in any manner. If You make copies of any portion of this Platform while engaging in lawful use of the Platform, then We ask that You be sure to keep on the copies all of Our copyright and other proprietary notices as they appear on this Platform. Please refer to Our Prohibited Content/Activity section below for more information pertaining to use of the Platform. 7. THIRD-PARTY APPLICATIONS
Certain areas of this Platform may permit You to submit or transmit feedback, information, data, text, messages, comments, musical works (sound recordings and underlying musical compositions), audiovisual works, other video or audio works, images, graphics, text, works of authorship, files, documents, applications, artwork, trademarks, trade names, metadata, album titles, sound recording titles, artist names, intellectual property or other materials to the Platform (collectively, “User Content”). You agree that You are solely responsible for all of Your User Content and that any such User Content is considered both non-confidential and non-proprietary. Further, We do not guarantee that You will be able to edit or delete any User Content You have submitted. After submitting Your User Content to the Platform, You continue to retain any intellectual property ownership rights that You may have in Your User Content, subject to the following license; by submitting User Content, You grant TWEEDL a worldwide, irrevocable, perpetual, transferable, non-exclusive, royalty-free, fully paid up license (with the right to sublicense) to, via any and all devices known or hereinafter devised:Use, store, host, copy, distribute, stream, reproduce, process, modify, adapt, transmit, publish, exploit, promote, sell and transmit permanent downloads, market, translate, publicly perform, publicly display, create and use derivative works of, distribute and otherwise disseminate Your User Content (or any modification thereto), in whole or in part, in any format or medium now known or later developed; Use (and permit others to use) Your User Content in any manner and for any purpose (including, without limitation, commercial purposes) that We deem appropriate in Our sole discretion (including, without limitation, to incorporate Your User Content or any modification thereto, in whole or in part, into any technology, product, or service);Provide, promote, and improve the Platform and to make the User Content available to other companies, organizations or individuals. You further acknowledge and agree that this license allows TWEEDL and third parties with which TWEEDL shares User Content (such as TWEEDL’s affiliates) to reproduce, reuse, publish, modify, adapt, and display Your User Content for advertising or promotional purposes; andDisplay advertisements in connection with Your User Content and to use Your User Content for advertising and promotional purposes.By submitting Your User Content to the Platform, You also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, license to other users of the Platform, and to operators and users of any other websites, apps and/or platforms to which Your User Content has been shared or embedded using the Platform (“Linked Services”), to use, copy, listen to offline, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, Your User Content utilizing the features of the Platform from time to time, and within the parameters set by You and/or Us using the Platform.By submitting any User Content, You warrant, represent and promise to Us that:You own all rights in Your User Content (including, without limitation, all rights to the reproduction and display of Your User Content) or, alternatively, You have acquired all necessary rights in Your User Content to enable You to grant to Us the rights in Your User Content as described in these Terms; None of Your User Content implies any affiliation, endorsement, approval or cooperation by TWEEDL or any artist, band, label, entity or individual without express written consent from such individual or entity;You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of Your User Content;You shall pay for all royalties, fees, and any other monies owing any person or entity by reason of any User Content submitted by You on or through the Platform.Your User Content does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;You voluntarily agree to waive all “moral rights” that You may have in Your User Content;Any information contained in Your User Content is not known by You to be false, inaccurate, or misleading;Your User Content does not violate any law, rule, regulation and/or self-regulatory practices, (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising, including the Federal Trade Commission
guidelines);Your User Content is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, abusive, vulgar, pornographic, obscene, or invasive of another’s privacy;Your User Content does not incorporate materials from a third-party website, or addresses, e-mail addresses, contact information, or phone numbers (other than Your own);Your User Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;Your User Content does not contain any information that You consider confidential, proprietary, or personal; andYour User Content does not contain or constitute any unsolicited, disruptive or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.Where You repost another user’s User Content, or include another user’s User Content in a playlist or where You listen to another user’s User Content offline, You acquire no ownership rights whatsoever in that User Content. Subject to the rights expressly granted in this section, all rights in User Content are reserved to the relevant uploader of such content.The licenses granted in this section are granted separately with respect to each item of Your User Content that You submit to the Platform. Removal of audio User Content from Your account will automatically result in the deletion of the relevant files from TWEEDL’s public-facing system, but such User Content may still be retained on TWEEDL’s internal systems and servers. However, notwithstanding the foregoing, You hereby acknowledge and agree that once Your User Content is distributed to a Linked Service, TWEEDL is not obligated to ensure the deletion of Your User Content from any servers or systems operated by the operators of any such Linked Service, or to require that any user of the Platform or any Linked Service deletes any item of Your User Content. Furthermore, if You authorize any of Your User Content to be available for offline listening, after deletion of an item of Your User Content or removal from the ability for other users to listen to the applicable User Content offline, the applicable User Content may still be temporarily available to other users of the Platform who saved the applicable User Content for offline listening on their devices, but no longer than thirty (30) days from the time of deletion.You agree that in the event TWEEDL requests You to remove any User Content, You will do so immediately. Further, You agree that We may freely disclose Your User Content to any third party absent any obligation of confidence on the part of the recipient. 9. CONTENT MONITORING
You acknowledge and agree that TWEEDL: (i) stores content and other information at the direction, request and with the authorization of its users; (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such content; and (iii) plays no active role and gives no assistance in the presentation or use of the content. You further acknowledge and agree that TWEEDL has no obligation, and may, but does not undertake or assume any duty, to pre-screen, monitor or moderate the content created or submitted by its users. TWEEDL and its subsidiaries, affiliates, successors, assigns, employees, agents, directors and officers assume no responsibility or liability to You for any User Content available on the Platform. We are not responsible for any loss, theft, or damage of any kind to any User Content. TWEEDL is not required to host, display, or distribute any User Content on or through this Platform. We may reject, refuse to post or delete any User Content for any or no reason, including User Content that in Our sole judgment breaches these Terms or which may be offensive, illegal or breach the rights of any third party, or harm or threaten the safety of any third party. 10. REMIXED CONTENT
Certain areas of this Platform may also permit You to edit certain Service Content that is specifically cleared for such use (the “Editable Content”) and User Content, and save such edited Editable Content and User Content to Your own playlist without the ability to share or otherwise reproduce, distribute, publicly perform, or publicly display such edited Editable Content and User Content (the “Edit Functionality”). Each instance of edited Editable Content or edited User Content shall be deemed a “Remix” hereunder.For the avoidance of doubt, the User who originally created the User Content shall retain all right, title and interest in and to such User Content, including all Remixes created thereto. For further clarity, a Remix is considered User Content, and a license thereto shall be granted to TWEEDL in accordance with Section 8, Submissions and User Content, above. 11. PROHIBITED CONTENT/ACTIVITY
To be clear, We authorize Your use of this Platform only for lawful purposes and in accordance with these Terms. When using the Platform, You agree not to engage in any illegal, dangerous, seditious, offensive or otherwise undesirable (as determined by TWEEDL in its sole discretion) activities, including, but not limited to:Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;Advertising to, or solicitation of, any user, without the written consent of TWEEDL to buy or sell any products or services through the unauthorized or impermissible use of the Platform;Circumventing, modifying, decompiling, reverse engineering, disassembling, or attempting to (or encouraging or assisting any other person to) circumvent, modify, decompile, reverse engineer or disassemble, or modify any security technology or software that is part of the Platform;Activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;Covering or obscuring the banner advertisements on any page on the Platform via HTML/CSS or any other means;Any automated use of the system, such as, but not limited to, using scripts to submit information or send comments or messages;Using any robot, spider or other automatic device, or a manual process, to monitor or copy user information, content, or any information contained within the Platform;Using any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or the networks or services connected to the Platform;Impersonating or attempting to impersonate another user, person or entity;Using the account, username, or password of another user at any time or disclosing Your password to any third party or permitting any third party to access Your account;Selling or otherwise transferring Your account;Using any information obtained from the Platform in order to harass, abuse, or harm another person or entity, or attempting to do the same;Accepting payment or anything of value from a third person in exchange for Your performing any commercial activity through the unauthorized or impermissible use of the Platform on behalf of that person; orUsing the Platform in a manner inconsistent with any and all applicable laws and regulations.Additionally, the following are examples of the kind of User Content, which in the sole discretion of TWEEDL, is illegal or prohibited to submit to the Platform:Is patently offensive and promotes racism,
bigotry, hatred or physical harm of any kind against any group or individual;Harasses or advocates harassment of another person;Exploits people in a sexual or violent manner;Contains non-consensual or exploitive nudity, excessive violence, or offensive subject matter or contains a link to an adult website;Solicits personal information;Publicly posts information that poses or creates a privacy or security risk to any person;Constitutes or promotes information that You know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;Constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;Involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;Solicits passwords or personal identifying information for commercial or unlawful purposes from other users;Involves any form of user tracking, commercial activities and/or sales without prior written consent from TWEEDL such as contests, sweepstakes, barter, advertising, or pyramid schemes; orBreaches the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.You agree to hire attorneys to defend Us if You violate these Terms and that violation results in a problem for Us. You also agree to pay any damages that We may end up having to pay as a result of Your violation. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim. 12. REPORTING AND RESPONDING TO CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
We respect the intellectual property rights of others and We expect You to do the same on Our Platform. Accordingly, We have a policy of removing User Content that violates the intellectual property rights of others, suspending access to this Platform (or any portion thereof) to any user who uses this Platform in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who repeatedly uses this Platform in violation of someone’s intellectual property rights.(a) Notice of Claimed InfringementIf You believe Your copyright has been infringed in a way that constitutes copyright infringement, or Your intellectual property or privacy rights have been otherwise infringed, please provide to TWEEDL’s designated agent a notice including the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512 (the “DMCA”) (such notice, a “Notice of Claimed Infringement”):An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;A detailed description of the copyrighted work or other intellectual property that You claim has been infringed;A detailed description of where the material that is claimed to be infringing or to be the subject of infringing activity (the “Accused Material”) is located on the Platform (providing URL(s) in the body of an e-mail is the best way to help Us locate such material quickly);Your name, address, telephone number, and e-mail address;A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; andA statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property right owner’s behalf.Send the Notice of Claimed Infringement as directed above to: Attn: DMCA Agent, CC: Tony Abrahams, E-mail: firstname.lastname@example.org
Please note that You will be liable for damages (including costs and attorneys’ fees) if You materially misrepresent that any material is infringing Your copyrights or other intellectual property or privacy rights.(b) Counter NotificationIf You posted the Accused Material at the above-listed location and You have a good-faith belief that such material was removed or blocked as a result of a mistake or misidentification, You may send Us a written Counter Notification at the address noted below. In order for Us to act upon Your Counter Notification, the Counter Notification must be in writing and contain the following information:a detailed identification of the Accused Material and the location where the Accused Material was posted prior to being removed or blocked; Your name, address, telephone number and e-mail address;a statement that You: (a) consent to the jurisdiction of Federal District Court for the judicial district in which Your address is located (or New York, New York if Your address is outside of the United States); and (b) will accept service of process from the person who provided notification of the claimed infringement or an agent of such person;the statement: “I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”; andYour electronic or physical signature.Send the Counter Notification as directed above to: Attn: DMCA Agent, CC: Tony Abrahams, E-mail: email@example.com
.Please be advised that TWEEDL will forward a copy of any Counter Notification to the individual who originally sent the Notice of Claimed Infringement. Unless such individual notifies TWEEDL that an action has been filed seeking a court order to enjoin You from posting the allegedly infringing material, TWEEDL will replace the Accused Material or reinstate access to the Accused Material (as applicable) in 10-14 business days after receiving Your Counter Notification. Please note that You will be liable for damages (including costs and attorneys’ fees) if You materially misrepresent that a product or activity is not infringing the copyrights of others. 13. PRIVACY
. 14. NO WARRANTY
THE PLATFORM, INCLUDING THE SITE, THE APP, AND THE SERVICE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TWEEDL DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, ANY IMPLIED WARRANTIES THAT ARISE FROM COURSE OF DEALING OR USAGE OF TRADE OR BUSINESS AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RISK TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE WEBSITE. TWEEDL MAKES NO WARRANTY OR REPRESENTATION THAT THE WEBSITE IS ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WITHOUT DEFECT, THAT DATA STORED WITHIN THE WEBSITE AND/OR BY TWEEDL PURSUANT TO THESE TERMS WILL NOT BE LOST, OR THAT THE SERVICE CONTENT IS, AT ALL TIMES, ACCURATE, RELIABLE OR COMPLETE. TWEEDL DISCLAIMS ANY WARRANTY, COVENANT OR REPRESENTATION UNDER THESE TERMS TO ANY PERSON OTHER THAN YOU. 15. LIMITATION OF LIABILITY
REGARDLESS OF THE THEORY OF LAW, IN NO EVENT SHALL TWEEDL, ITS EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOST DATA, REVENUE, OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION OR USE DAMAGES WHATSOEVER), EVEN IF TWEEDL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TWEEDL, ITS EMPLOYEES, AGENTS, OR AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (I) THE INABILITY TO USE THE WEBSITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (III) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY EITHER YOU OR US IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE WEBSITE; OR (IV) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR USER CONTENT OR OTHER DATA. IN THE EVENT THAT THE FOREGOING DISCLAIMER OF DAMAGES IS STRICKEN BY A COURT OF LAW, TWEEDL’S AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID BY YOU TO TWEEDL; OR (B) ONE HUNDRED DOLLARS $100.00. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY SERVICE CONTENT TO OR FROM THIS WEBSITE. 16. INDEMNIFICATION
To the fullest extent permitted by applicable law, You agree to defend, indemnify, and hold harmless TWEEDL, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, consultants, and agents from and against any claims, actions, obligations, demands, losses, liabilities, expenses or debt (including, without limitation, reasonable attorneys’ fees for defending such claims and enforcing the terms of this section), or damages asserted against or suffered by TWEEDL arising from, relating to or resulting from: (a) Your breach or alleged breach of these Terms; (b) Your access to, use or misuse of the Service Content or the Platform; (c) any breach of Your representations and promises set forth herein; (d) Your violation of any law or the rights of a third party, including, without limitation, any trademark, copyright, property, or proprietary, privacy right, or other right or Your infringement or infringement by any other user of Your User Account, of any Intellectual Property or other right of any person or entity in violation of these Terms; (e) any of Your User Content, including, without limitation, any User Content posted or otherwise provided by You that infringes any copyright, trademark, intellectual property right of any person or defames any person or violates any person’s rights of publicity or privacy, or otherwise violates these Terms; or (f) Your negligence or willful misconduct.We shall provide notice to You of any such claim, suit, or proceeding and shall assist You, at Your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting Our defense of such matter.These Terms to indemnify, hold harmless and defend apply even if the act or omission complained of was allegedly caused in whole or in part by the strict liability or negligence (in any form) of TWEEDL. The Terms will inure to the benefit of successors, assignees, and licensees. This defense and indemnification obligation will survive these Terms and Your use of the Platform.
These Terms are effective upon Your usage of the Platform and will remain in effect until terminated by You or Us. You may delete Your User Account at any time within the system or by following the instructions to delete an account or by contacting TWEEDL at the contact information below, which deletion shall terminate these Terms at the time Your User Account is deleted by TWEEDL. We reserve the right to terminate these Terms and close Your User Account at any time without notice and without responsibility or liability to You in the case of unauthorized, or suspected unauthorized, use of the Platform, whether in contravention of these Terms or otherwise. In such event, We will refund to You a pro-rata share of Your User Account charge to account for the period You will not be able to access the Platform. TWEEDL may, at its option, cease offering the Platform, which event shall terminate these Terms. 18. ARBITRATION OF DISPUTES; CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION PROVISION (THIS “ARBITRATION PROVISION”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.This Arbitration Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort—including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence—or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between You and Us. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to You (such as Our licensors, suppliers, dealers or third-party vendors) whenever You also assert claims against Us in the same proceeding.This Arbitration Provision provides that all disputes between You and Us shall be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of Your right to litigation claims and all opportunity to be heard by a judge or jury. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorneys’ fees). You may, however, opt-out of this Provision which means You would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). EACH OF YOU AND US AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.(a) Pre-Arbitration Claim ResolutionFor all disputes, whether pursued in court or arbitration, You must first give Us an opportunity to resolve the disputes, which is first done by emailing Us at firstname.lastname@example.org the following information: (1) Your name, (2) Your address, (3) a written description of Your Claim, and (4) a description of the specific relief You seek. If We do not resolve the disputes within forty-five (45) days after receiving Your notification, than You may pursue Your disputes in arbitration. You may pursue Your dispute in a court only under the circumstances described below.(b) Exclusions from Arbitration/Right to Opt OutNotwithstanding the above, You or We may choose to pursue disputes in court and not by arbitration if the dispute qualifies for initiation in small claims court. Further, You or We may bring suit in court to enjoin infringement or other misuse of intellectual property rights unrelated to Your use of the Platform.(c) Arbitration ProceduresIf this Arbitration Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution), either You or We may initiate arbitration proceedings. The American Arbitration Association (the “AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single, neutral arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Provision.For arbitration before the AAA, for disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related disputes will apply; for disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. If there is any inconsistency between the applicable arbitration rules and this Arbitration Provision, the terms of this Arbitration Provision will control unless the arbitrator determines that the application of the inconsistent Arbitration Provision terms would result in a fundamentally unfair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including, without limitation, the limitation of liability provisions in Section 14. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.If the value of the relief sought is $10,000 or less, You or We may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on You and We subject to the arbitrator’s discretion to require an in-person hearing.This Arbitration Provision is intended to be given the broadest possible meaning under the law, and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, shall be governed by the Federal Arbitration Act (the “FAA”), applicable U.S. federal law, and the laws of the state of New York law, regardless of Your country of origin or where You access the Platform, and notwithstanding any conflict of law principles.Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.Location of Arbitration – You or We may initiate arbitration in either New York, New York or the federal judicial district that includes Your billing address. In the event that You select the latter, We may transfer the arbitration to New York so long as We agree to pay any additional fees or costs which the arbitrator determines You incur as a result of the transfer.Payment of Arbitration Fees and Costs – Payment of all filing, administration and arbitrator fees will be governed by the applicable arbitrator’s rules. You and We will be individually responsible for all other costs and fees incurred in connection with the arbitration, including, without limitation, all attorneys’ fees and expert witnesses, unless recoverable under applicable law. However, in the event the arbitrator determines the claim(s) You assert in the arbitration to be frivolous, You agree to reimburse Us for all fees and costs associated with the arbitration, including reasonable attorneys’ fees, and fees and costs paid by Us on Your behalf that You otherwise would be obligated to pay under the applicable arbitrator’s rules.(d) Class Action WaiverEACH OF US MAY BRING DISPUTES AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE CLAIM OR PROCEEDING (SUCH AS A CLASS ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION OR PRIVATE ATTORNEY GENERAL ACTION) UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF AN ARBITRATION. UNLESS BOTH YOU AND TWEEDL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, MASS, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS OF THE WEBSITE.(e) Jury WaiverYou understand and agree that by accepting this Arbitration Provision in these Terms, You and We are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Arbitration Provision, You and We might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that You would have if You went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.If for any reason a dispute proceeds in court rather than in arbitration, You and We each waive any right to a jury trial. In that instance, You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York, County of New York.(f) SeverabilityIf the arbitrator decides that any term or provision of this Arbitration Provision (other than the Class Action Waiver clause above) is invalid or unenforceable, that term or provision will be severed from this Arbitration Provision whose remainder will be given full force and effect. If the arbitrator decides that any of the provisions of the Class Action Waiver clause is invalid or unenforceable, then the entirety of this Arbitration Provision shall be null and void and the dispute will be decided by a court of competent jurisdiction. The remainder of these Terms shall continue to apply. (g) ContinuationThis Arbitration Provision shall survive the termination of Your User Account with Us or Our affiliates and Your discontinued use of this Platform. (h) Future Changes to this Arbitration ProvisionNotwithstanding any provision in this Agreement to the contrary, You and We agree that if We make any change to this Arbitration Provision (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Us prior to the effective date of the change. Moreover, if a future version of these Terms does not contain this or another arbitration provision, any existing arbitration dispute will not be affected.(i) European Dispute ResolutionIf You reside in the United Kingdom or a country that is part of the European Union, or where otherwise required by law, the courts of the state of New York will have non-exclusive jurisdiction over any claim arising from, or related to, these Terms or the Platform. You may and TWEEDL may retain the right to bring proceedings in Your country of residence or any other relevant country. Disputes may also be submitted for online resolution to the European Commission Online Dispute Resolution platform. You may and We may also comply with the terms of the Arbitration Provision set out above. 19. GOVERNING LAW
The Federal Arbitration Act, New York state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Platform will be heard in the courts located in Manhattan County in the State of New York. 20. ASSIGNMENT
These Terms are binding on You, Your successors and assigns. You shall not assign these Terms or any license hereunder without the express written consent of TWEEDL, which shall not be unreasonably withheld. Any other attempt to sublicense, assign or transfer these Terms or the licenses granted hereunder shall be null and void. 22. MISCELLANEOUS
. 22. CONTACT US
If You have any questions about these Terms or otherwise need to contact Us for any reason, You can reach Us at email@example.com