Last updated: July 22, 2019
1. Basic OurSong Services.
OurSong Site is a new type of music social and collaboration platform. The Services provided on/through the Site may be used in several ways. You may browse content simply by visiting our Site. In order to interact with the OurSong Services community you may register by creating an account, which will allow you to participate in social and collaborative activities and support artists through the purchase of Song Shares (making you a “Fan”).
You may also register and use the OurSong Services as a “Creator” to create and manage music projects, including the release for sale of Song Shares. Currently, Creator accounts are available by invitation only.
Note that each level of participation with the OurSong Site (e.g., unregistered user, registered user, Fan, Creator) creates additional rights and responsibilities which are described in these Terms of Service. You should review this agreement carefully, and re-review if you change your participation level. By accessing the Site you agree to be bound by these Terms of Service.
Users may purchase OurCoin which can be used to acquire additional offerings within the OurSong platform, as detailed below in Virtual Assets section. OurSong Services rely on blockchain technology to record Song Share ownership. These Terms of Service govern your use of the OurSong Services.
Eligibility. To be eligible to use the OurSong Services, you must reach the majority of age in your country or state of residence. Your parent or legal guardian must agree to the Agreement on your behalf and the permission for your access to, and use of, the Site may therefore be required from your parent or legal guardian if you are a minor under the applicable laws of your country or state of residence. By signing up to use an account through the Site, you hereby represents that the consent aforesaid is granted (if necessary) and the parent / legal guardian and you will be jointly responsible for any of your acts on the Site.
OurSong Services. OurSong services encompass the following features (“OurSong Services”) depending on whether you have registered an OurSong account, and what type of OurSong account you have:
- The ability to view projects and stream music (if any) on the Site;
- The ability to purchase Song Shares;
- The ability to purchase OurCoin for use on the Site;
- The ability to create projects and/or contribute to projects;
- The ability to allocate and sell Song Shares for projects;
- The ability to comment and interact with other users for the project/Song Shares.
2. Creating an OurSong Account.
Registration of OurSong Account. In order to use any of the features of the Site you will need to register for an OurSong account ("OurSong Account"). During the registration process, we will ask you for information, including your name and other personal information to verify your identity. We may, in our sole discretion, refuse to open a OurSong Account for you, or limit the number of OurSong Accounts that you may hold.
Identity Verification. During registration and/or use of your OurSong Account, you agree to provide us with the information we request for the purposes of identity verification and to keep a record of that information. You will need to complete certain verification procedures before you are permitted to use the OurSong Services. Your access to one or more OurSong Services and the limits that apply to your use of the OurSong Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes.
3. General Use, Prohibited Use, and Termination.
Limited License. We grant you a limited, nonexclusive, non-transferable license, subject to these , to access and use the OurSong Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by OurSong from time to time. Any other use of the OurSong Site or Content is expressly prohibited and all other right, title, and interest in the OurSong Site or Content is exclusively the property of OurSong and its licensors. You agree you will not, except as otherwise permitted by this TOS, copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.
If you have a non-Creator account, OurSong hereby grants to you a limited, non-exclusive revocable, non-transferable license to use the OurSong Site solely for your own personal, noncommercial use, on Devices under your ownership and control, not for use in the operation of a business or for the benefit or any other person or entity, and subject to the terms of this Agreement.
The OurSong Site is licensed, not sold. You do not own the Site in any form, and OurSong retains ownership of the Site even after installation on your device. The rights that are licensed to you under this TOS are limited to those expressly granted, and OurSong reserves all other rights.
"OurSong.com", "OurSong", "OurCoin", “Song Shares” and all logos related to the OurSong Services or displayed on the OurSong Site are either trademarks or registered marks of OurSong or its licensors. You may not copy, imitate or use them without OurSong's prior written consent.
Site Accuracy. Although we intend to provide accurate and timely information on the OurSong Site, the OurSong Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the OurSong Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the OurSong Site,
Third-Party Applications. If, to the extent permitted by OurSong from time to time, you grant express permission to a third party to access or connect to your OurSong Account, either through the third party's product or service or through the OurSong Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your OurSong Account. Further, you acknowledge and agree that you will not hold OurSong responsible for, and will indemnify OurSong from, any liability arising out of or related to any act or omission of any third party with access to your OurSong Account. You may change or remove permissions granted by you to third parties with respect to your OurSong Account at any time through the Account Settings page on the OurSong Site.
Prohibited Use. In connection with your use of the OurSong Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Use as defined below. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your OurSong Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.
Suspension, Termination, and Cancellation. OurSong may: (a) suspend, restrict, or terminate your access to any or all of the OurSong Services, and/or (b) deactivate or cancel your OurSong Account if:
- We are required to do so by a court order or binding order of a government authority; or
- We reasonably suspect you of using your OurSong Account in connection with a Prohibited Us; or
- Use of your OurSong Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
- You take any action that OurSong deems as circumventing OurSong's controls, including, but not limited to, opening multiple OurSong Accounts or abusing promotions which OurSong may offer from time to time.
If OurSong suspends or closes your account, or terminates your use of OurSong Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits OurSong from providing you with such notice.
You acknowledge that OurSong's decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to OurSong's risk management and security protocols. You agree that OurSong is under no obligation to disclose the details of its risk management and security procedures to you.
Privacy of Others; Marketing. If you receive information about another user through the OurSong Services, you must keep the information confidential and only use it in connection with the OurSong Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the OurSong Services.
Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the OurSong Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your OurSong Account by third-parties and the loss or theft of any digital assets held in your OurSong Account and any associated accounts.
You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of OurSong and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your OurSong Account information has been compromised, contact OurSong Support immediately at support@OurSong.com.
Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the OurSong Services, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities. Your transaction history is available through your OurSong Account.
Unclaimed Property. If OurSong is holding OurCoin in your account, and OurSong is unable to contact you and has no record of your use of the Services for several years, applicable law may require OurSong to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, OurSong will try to locate you at the address shown in our records, but if OurSong is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. OurSong reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
4. User Contributions & Content Standard
The OurSong Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Site.
All User Contributions (other than“Creator Content” contributed to a “Project” as those terms are defined below) must comply with the Content Standards set forth below. Any User Contribution you post to the Site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us, our affiliates and service providers, and the Creators about which your User Contribution relates, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not OurSong, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable local, state, national, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
5. Prohibited Uses
You may not use your OurSong Account to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of OurSong Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at https://oursong.zendesk.com/ . By opening an OurSong Account, you confirm that you will not use your Account to do any of the following:
- Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information
- Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the OurSong Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the OurSong Site, other OurSong Accounts, computer systems or networks connected to the OurSong Site, through password mining or any other means; use OurSong Account information of another party to access or use the OurSong Site, except in the case of applications which are specifically authorized by a user to access such user's OurSong Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of OurSong
- Abuse Other Users: Interfere with another individual's or entity's access to or use of any OurSong Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the OurSong Site about others, including without limitation email addresses, without proper consent
- Fraud: Activity which operates to defraud OurSong, OurSong users, or any other person; provide any false, inaccurate, or misleading information to OurSong
- Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of OurSong intellectual property, name, or logo, including use of OurSong trade or service marks, without express consent from OurSong or in a manner that otherwise harms OurSong or the OurSong brand; any action that implies an untrue endorsement by or affiliation with OurSong.
6. Virtual Assets.
Operation of Digital Currency Protocols. OurSong uses the Ethereum blockchain to record Song Share transactions. OurSong does not own or control the underlying software protocols which govern the operation of the Ethereum blockchain transactions supported on our platform. In general, the underlying protocols are open and anyone can use, copy, modify, and distribute them. By using the OurSong platform, you acknowledge and agree (i) that OurSong is not responsible for operation of the Ethereum protocols and (ii) that OurSong makes no guarantee of their functionality, security, or availability.
We may, at various times, permit you to use "real world" money to buy Virtual Content. "Virtual Content" is a generic term for the products and services available to users free of charge or for purchase within the OurSong Services which may be used within the platform to access certain features, functions, and other Virtual Content. Virtual Content includes but is not limited to, virtual items like music tracks, videos, and artwork; as well as in-service virtual currency referred to as OurCoin.
After successfully completing the verification of your identity (as described below), you may purchase OurCoin through a valid payment method. OurCoins may only be used to buy Virtual Content and do not have any currency value outside of the OurSong platform. Certain features in the OurSong Services may be unavailable if not purchased.
We may, from time to time, and at our sole discretion, provide opportunities for users to acquire certain Virtual Content free of charge, at reduced rates, or as bonus content when you acquire other Virtual Content such Song Shares. You may only acquire Virtual Content in the amount and at times permitted by us in our sole discretion and may only purchase Virtual Content for your personal use within the OurSong Service.
Virtual Content does not have monetary value, and may not be redeemed for legal currency, services, or items of value outside of the OurSong Services. Song Shares afford the owner certain rights as described below. Except for Song Shares, Virtual Content obtained via the OurSong Service is provided to you under a limited, personal, revocable, non-transferable, non-sublicenseable license to exploit the Virtual Content on the Site within the Service. Except for Song Shares, you have no property interest; right or title in or to any Virtual Content appearing or originating in the OurSong Service, and Virtual Content may not be transferred or resold in any manner not explicitly permitted by us. We may terminate your license to Virtual Content at any time and at our sole discretion.
If you authorize OurSong to initiate debits from your selected payment method(s) in settlement of the purchase of OurCoin or other purchase transactions, we, or the payment processor acting on our behalf, will bill your credit card or alternative payment method. All prices for OurCoin are displayed excluding taxes. You agree to pay all fees and applicable taxes incurred by you or anyone using an account registered to you. In the event that your credit card or alternative payment provider refuses to pay us for an amount credited to your account, we will have the right to delete the OurCoin or the products or services, including access to the Virtual Content, purchased with that OurCoin from your account. You agree that you will not cancel or reverse any charges for OurCoin purchases or otherwise attempt to defraud us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses.
ALL PURCHASES OF OUR COIN ARE NON-RETURNABLE AND NON-REFUNDABLE. If you redeem OurCoin to purchase Virtual Content, you lose any statutory right of withdrawal because we begin performing our services upon your redemption of OurCoin for Virtual Content. If through some problem with your account or any other reason you lose Virtual Content and we can verify that you had it, we will make commercially reasonable efforts to replace it.
Users with Creator accounts may have the ability to offload OurCoin for fiat money, subject to a conversion rate and fees set by OurSong, subject to terms and conditions established by OurSong from time to time. Creator shall be solely responsible for any applicable taxes, duties, or other applicable fees resulting from such transactions.
YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED OURCOIN OR VIRTUAL CONTENT WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY. Certain jurisdictions may provide additional statutory rights, including a Cooling-Off Period which allows you to withdraw from a purchase. Nothing herein is meant to limit your return or cancellation rights for your purchase of Virtual Content under local law.
You understand that: (i) ownership of OurCoin carries no rights, express or implied, except such rights as may be created from time to time by contract among parties; (ii) the only contract between the Company and a purchaser of OurCoin is these TOS; (iii) OurCoin does not represent or confer any ownership right, stake, share, security, or equivalent rights, or any right to receive future revenue share, dividends, consideration upon a liquidation of OurSong or any other entity, intellectual property rights, or any other form of participation in or rights relating to any Virtual Content, OurSong or any other entity or its affiliates; (iv) OurCoin does not confer any rights with respect to the voting of securities issued by OurSong or any other entity, the purchase of future issuances of securities by OurSong or any other entity, the conversion of the OurCoin into securities of OurSong or any other entity, or the election of members of the board of directors or other management positions within OurSong or any other entity; (v) OurCoin is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit; (vi) OurSong is not responsible for nor does it pursue the circulation and trading of OurCoin on any market, public or private; and (vii) OurSong does not guarantee the liquidity or value and utility of OurCoin to any extent at any time.
Trading Virtual Content.
Certain portions of the OurSong Service allow a user to enable trading of Virtual Content with other users. You acknowledge that your decision to enter into any trade of Virtual Content is at your sole discretion and your own risk. We do not screen trading partners and we make no guarantee that a trade will be satisfactory or that trades will be a fair exchange of value between the parties to that trade. Except for Song Shares, we reserve the right to determine in our sole discretion, with or without notice, what and when Virtual Content may be traded between and among users. Non-tradable items cannot be traded under any circumstances.
In some cases, tradable Virtual Content may only be traded for similar items. Except for Song Shares, in no event may you trade any Virtual Content for "real" money, any other good or service outside of the OurSong Service, or any promise to provide certain products or services whether inside or outside the OurSong Service. Any attempt to trade outside the OurSong Service, to trade a prohibited item, or to make an offer to trade items where the trade is contingent upon an event in violation of these TOS may result in your OurSong account being suspended or terminated.
7. Verification Procedures
Because users may be purchasing Song Shares, OurSong has certain identification requirements for its users. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which we operate. OurSong collects and verifies information about you in order to: (a) protect OurSong and the community from fraudulent users, and (b) to keep appropriate records of OurSong's customers. Your OurCoin and Song Share transactions and balances from a linked payment method, are based on the identifying information and/or proof of identity you provide to OurSong.
All customers who wish to conduct transactions using OurSong Services are required to provide additional information over what is required for a basic registration:
- Providing your name and valid email address, a password and your city, state, and country of residence,
- Certifying that you have reached the majority of age in your country or state of residence, or providing the consent of a parent or guardian if you are under such age,
- Verifying your identity by submitting the following information:
- Date of Birth
- Physical address
- Government issued ID number
Notwithstanding these minimum verification procedures for the referenced OurSong Services, OurSong may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any OurSong Services.
8. Fan Accounts and Song Shares
Song Shares. Song Shares are a digital asset that may include original commercially released tracks as well as other unreleased versions or alternate takes; photos, images or graphics; background or other information about the Creators. Each Song Share is created and offered by OurSong Creators in limited editions with a public record of ownership.
When you purchase a Song Share, you receive, subject to this TOS, a limited, personal, non-exclusive, transferable license to the Song Share and the Virtual Content contained therein, which may be accessed solely through the OurSong Site. This license does not include the right to make or share copies of the licensed Content.
Creators may reward their fans who have purchased Song Shares by either providing additional Content to the Song Shares, or by distributing OurCoin to Song Share owners.
Fans. OurSong users who acquire Song Shares are referred to as “Fans”. In order for a Fan to acquire a Song Share, the user must first purchase OurCoin, as per the requirements described in these Terms of Service. The user may then offer the amount of OurCoin at which the Creator has priced their Song Shares. Note that the pricing of Song Shares will vary between projects; the price for each different Song Share is set by the Creator of that particular project. The number of Song Shares will vary between projects; some projects will offer more Song Shares than others.
Song Shares represent only the right to receive the licensed Content. Song Shares do not afford their holders with any right to control, vote, or consent with respect to the creation, management or exploitation of any licensed Content or otherwise and do not represent any ownership interest in the licensed Content or in any entity or otherwise.
9. Creator Accounts
Creators. Users who intend to create music projects on the OurSong platform (“Projects”) are referred to as “Creators”. Currently, Creator accounts on OurSong are by invitation only.
A “Project” is the collaboration of one or more Creators with the goal of creating and releasing Song Shares, which may include various materials (including videos, audio, and photos) around the history and creation of the project.
Only the Project Owner (the first Creator on a Project) may invite additional Creators to it. Each Creator who is added to a Project is a “Project Member”. The Project Owner will have the sole discretion to determine if a Creator is made a Project Member.
If you have received a Creator invitation and set up a Creator OurSong account, the following additional terms apply to you:
As a Creator, you can create or join a Project and contribute music, lyrics, graphics, or other materials to the Project (“Creator Contributions”).
Prior to the initial release for sale of any Song Share (the "Release"), the Project Members must unanimously agree to the number of Song Shares to sell and/or reserve (for each Project Member), the date of the Release, and at what price of each Song Share. The number and price of the Song Shares so agreed by the Project Members will be unchangeable and irrevocable upon the Release. For the avoidance of doubt, Song Shares reserved by a Project Member may still be traded on the Site at the number and price decided by such Project Member from time to time after the Release.
By providing any Creator Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the rights to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purposes necessary for OurSong to comply with this TOS and any transactions you have authorized.
You represent and warrant that you own or control all rights in and to Creator Contributions that you contribute to a project. You further represent and warrant that you have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
You understand and acknowledge that you are responsible for any Creator Contributions you submit or contribute, and you, not OurSong, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
You acknowledge and agree that all Creator Contributions must comply with the Creator Contributions Standards set forth below.
Creator Content Standards
We at OurSong Site respect the creative process and artistic freedom. However, even in this context, there must be limits.
Creator Contributions must in their entirety comply with all applicable local, state, national, and international laws and regulations. Without limiting the foregoing, Creator Contributions must not contain: any material that violates any laws or the legal rights (including the rights of publicity and privacy) of others; is pornographic or sexually obscene; infringe any trademark, copyright, or other intellectual property rights; or promotes discrimination against or abuse of any individual or group.
OurSong reserves the right to reject or remove Creator Contributions that it deems, in its sole discretion, to violate this TOS.
Creator Profile. Each Creator is required to provide accurate information necessary to complete a profile associated with the Creator’s OurSong Account. This information may include business name, address and other contact information, website URL, taxpayer or other government ID, corporate documents, and other information OurSong may request.
OurCoin Conversion. Any Creator who enters a transaction to offload OurCoin from the OurSong platform into fiat currency (or “real money”), warrants that they have the right to do so and shall be responsible for any applicable fees/taxes. (Refer to section 6 Virtual Assets above.)
10. General Provisions.
Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from OurSong. Always log into your OurSong Account through the OurSong Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
No Warranty. We do not represent that OurSong Site or OurSong Accounts, APIs, and related services, will be available without interruption. Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any order will be executed, accepted, recorded, or remain open.
Release of OurSong; Indemnification. If you have a dispute with one or more users of the OurSong Services, you release OurSong, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold OurSong, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your use of the OurSong Services, breach of this Agreement, or your violation of any law, rule or regulation, or the rights of any third party.
Limitation of Liability; No Warranty. IN NO EVENT SHALL OURSONG, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN YOUR OURSONG ACCOUNT OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE OURSONG SITE OR THE OURSONG SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF OURSONG HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT OURSONG FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE OURSONG SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OURSONG SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. OURSONG DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE OURSONG SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
OurSong makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Site. OurSong will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but OurSong makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
Waiver of Class Action. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OurSong ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Relationship of the Parties. OurSong is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and OurSong to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or OurSong to be treated as the agent of the other.
Amendments. We may amend or modify this Agreement by posting on the OurSong Site or emailing to you the revised Agreement or a link to it, and the revised Agreement shall be effective at that time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the OurSong Services, or suspension or termination of your access to the OurSong Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.
Assignment. Except as permitted under this Agreement, you may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any OurSong affiliates or subsidiaries, or to any successor in interest of any business associated with the OurSong Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
Change of Control. In the event that OurSong is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, OurSong Account cancellation, debts owed to OurSong, general use of the OurSong Site, disputes with OurSong, and general provisions, shall survive the termination or expiration of this Agreement.
Governing Law. You agree that the laws of Singapore, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and OurSong, except to the extent governed by federal law.
Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.
Contacting OurSong. If you have any feedback, questions, or complaints, contact us via our Customer Support webpage at https://oursong.zendesk.com/ or write to us at OurSong Customer Support, OurSong Singapore Private Limited, 80 ROBINSON ROAD, #02-00,SINGAPORE (068898). When you contact us please provide us with your name, address, and any other information we may need to identify you, your OurSong Account, and the transaction on which you have feedback, questions, or complaints..
APPENDIX: E-SIGN DISCLOSURE AND CONSENT
This policy describes how OurSong delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.
Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your OurSong Account and your use of OurSong Services. Communications include:
- Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
- Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
- Responses to claims or customer support inquiries filed in connection with your Account.
We will provide these Communications to you by posting them on the OurSong website, emailing them to you at the primary email address listed in your OurSong profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
- A device with an Internet connection;
- A current web browser that includes 128-bit encryption with cookies enabled;
- A valid email address (your primary email address on file with OurSong); and
- Sufficient storage space to save past Communications or an installed printer to print them.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us at https://oursong.zendesk.com/ . If you fail to provide or if you withdraw your consent to receive Communications electronically, OurSong reserves the right to immediately close your Account or charge you additional fees for paper copies.
Updating your Information
It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if OurSong sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, OurSong will be deemed to have provided the Communication to you.
You may update your information by logging into your account and visiting settings or by contacting our support team at https://oursong.zendesk.com/.