Version: August 2018
We provides an online platform that helps connect and support those who wish to purchase the license to use the songs (“User”) and those who wish to license the usage of the songs (“Composers”), including the items of services as defined below and collectively, the “Service”).
You may select the Service that you are interested on our Site and you are required to read and accept the further terms and conditions of your selected Service as part of transaction process on our Site. Service now means “Customise”, “Synch” and “Royalty Free Music” available for your selection on our Site.
2. General Payment Terms
2.1 Authority to Collect
In addition to any form of payment due and payable to 11Tune for the Service, 11Tune is authorized to collect any payment due and payable for on behalf of Composer or any other party(ies) for any transactions done through the Site. Any payment received by 11Tune for and on behalf any other party(ies) shall only be released to the rightful receipient after 7 days from receipt.
2.2 Currency and Tax
All payment will be in the local currency based on the location of the Site. You agree that you are responsible for the collection and/or payment of all Taxes that you may be liable for in any jurisdiction arising from your transaction via the Site. 11Tune is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement.
3. Refund Policy
3.1 Events of Refund
11Tune may refund to User for the following reasons:
(i) the licensed song is Defective;
(ii) 11Tune is required by law or considers that it is required by law to do so;
(iii) 11Tune determines that issuing a refund to User will avoid any dispute or increased costs to 11Tune;
(iv) 11Tune issues the refund to User in accordance with any refund policy specified by 11Tune from time to time;
(v) the order placed (or request made) by User is found to be fraudulent;
(vi) User placed a duplicate order (or request) in error; or
(vii) in 11Tune’ sole opinion, 11Tune considers that it is likely that the refund is necessary to avoid a credit card charge back.
A licensed song will be deemed to be “Defective” if:
(i) User and Composer agree it is defective and notify 11Tune of this fact;
(ii) the licensed song is subject to a third party claim that the Licensed Song infringes/misappropriates such party’s intellectual property right, that is not frivolous in the opinion of 11tune.
3.2 Refund Methods
If a refund is paid to User or a credit card charge back occurs, then:
(a) Composer must reimburse 11Tune for the applicable composer fee received (the reimbursement will first be set off against any mount received by 11Tune for an on behalf and any remaining debt will be payable by Composer to 11Tune on demand); and
(b) User will receive the amount composer fee paid to 11Tune only once the composer fee is reimbursed by Composer to 11Tune.
4. Exclusivity and Non-Circumvention.
You acknowledge and agree that a substantial portion of the compensation 11Tune receives for making the Service and Site available to you is collected as fees deducted from the all Payment arises from the transactions performed to be deducted. Therefore, for 24 months from the time you meet any party through the Site ("Exclusivity Period"), you must use the 11Tune Services as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party ("11Tune Relationship"). You may opt-out of this obligation only if you pay an "Opt-Out Fee" of USD3,000 as the agreed liquidated damages to us; and
To pay the Opt-Out Fee, you must request instructions by sending an email message to email@example.com.
You agree not to circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
(a) Share any personal information on your Profile (excluding personal websites and portfolios) in the way of email, video, phone or any other method of direct contact.
(b) Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.
(c) Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
(d) Cancel any Service for the purpose of contracting separately with a Composer who User meets through the Site.
(e) Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between User and Composer. You agree to notify 11Tune immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to us by sending an email message to: support@11Tune.com.
5. Important Disclaimers and Release
We make no warranties regarding the Service provided by us, Composer or User, or other users and each of the foregoing are provided through us on an “AS IS WHERE IS” basis.
You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction through us.
Your interactions with other User and Composer are solely between you and them respectively and 11Tune will not be responsible for any loss or damage incurred as the result of any such interactions.
If there is a dispute, we are under no obligation to become involved.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, your use of the Site and/or Service.
In order to use the Service, you must register for an account with 11Tune (“Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
Without limiting the generality of the foregoing, you agree to provide 11Tune with identification documents which 11Tune requests from you from time to time for the purposes of verifying your identity.
You may delete your Account at any time, subject to our approval, by contacting us.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.
You agree to immediately notify 11Tune of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.
11Tune cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
7.1 Your Content
“Content” means any and all information and content that a User or a Composer submits to, or use with, the Site or Service that includes Tune Contests, Songs, and reviews and/or testimonials (“Reviews”). You are solely responsible for your Content. You assume all risks associated with use of your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Content that makes you or any third party personally identifiable. You hereby represent and warrant that your Content does not violate the “Acceptable Use Policy” (defined below). You may not state or imply that your Content is in any way provided, sponsored or endorsed by 11Tune. Because you alone are responsible for your Content (and not 11Tune), you may expose yourself to liability if, for example, your Content violates the Acceptable Use Policy. 11Tune is not obligated to remove any Tune Contests, Songs, or Reviews from the Site unless required by applicable Law. 11Tune is not obligated to backup any Content and, Content may be deleted at any time. You are solely responsible for creating backup copies of your Content if you desire.
7.2 License of Content
You hereby grant, and you represent and warrant that you have the right to grant, to 11Tune an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license for all the duration of the intellectual property rights to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and display and perform, prepare derivative works of, incorporate into other works, and otherwise use your Content, and to grant sublicenses of the foregoing, solely for the purposes of including your Content in the Site and Service. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Content. For the avoidance of doubt, Composer’s license or assignment of the licensed song to User is set forth in the applicable Song License Agreement.
8. Acceptable Use Policy
You agree that you will only use the personal information of other User or Composer made available to you only for the purposes of interacting with them in relation to the Service. You must not use their personal information for any other purpose, including for marketing purposes. You represent and warrant that you will comply with applicable privacy laws and data protection laws (including, without limitation, the Malaysian Personal Data Protection Act 2010 in relation to the storage, use and transfer of personal information.)
8.2 Use of Content
You agree not to use the Site or Service with any Content or to provide any products or services that
(a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right (including by allowing any third party to download or reuse any Content in violation of any such third party rights, by using any work in an editorial manner without affixing the necessary credit or attribution or by posting or uploading or allowing any third party to post or upload any Content on social media sites that grant exclusive rights or ownership in respect of such Content to any third party);
(b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, slanderous, indecent, pornographic, obscene, patently offensive (e. g. , material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way or that would otherwise imply that the creator of the Content, or the persons or property appearing in the Content (if any), endorse any political, economic or other opinion-based movements or parties or in a way that places any person in the Content in a bad light or in a defamatory, unlawful, immoral or offensive manner;
(c) is in violation of any Laws, or obligations or restrictions imposed by any third party; or
(d) would cause a material risk to the security or operations of 11Tune or any third party.
8.3 Usage Restrictions
You agree not to use the Site or Service to:
(a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
(b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, or to offer, use, or permit the use of the Site and/or Service in a computer service business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time- sharing basis, as part of a hosted service, or on behalf of any third party, or to sell, license or distribute any work as stand-alone or as part of an online database or any other database, or any derivative product containing any work in such way that is intended to allow a third party to use, download, extract or access the work as a stand- alone file or otherwise share any work with any third party;
(c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
(d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Service or violate the regulations, policies or procedures of such networks, or remove, obscure, or alter any proprietary notices associated with the Site and/or Service;
(e) attempt to gain unauthorized access to the Site or Service, other computer systems or networks connected to or used together with the Site or Service, through password mining or other means;
(f) harass or interfere with another user’s use and enjoyment of the Site or Service;
(g) introduce software or automated agents or scripts to the Site or Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Service;
(h) impersonate any person or entity or falsify or misrepresent yourself or your affiliation with any person or entity; or display, mirror, or frame the Site, or otherwise attempt to interact with the operating system mirror, or frame the Site, or otherwise attempt to interact with the operating system underlying the Site and/or Service.
We reserve the right (but have no obligation) to review any Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
9.1 Certain Restrictions
The rights granted to you in this Agreement are subject to the following restrictions:
(a) you shall not license, sell, rent, lease, transfer, assign, distribute, customize, or otherwise commercially exploit the Site or Service, or otherwise host or sub-license the Site and/or Service (or any part thereof);
(b) you shall not modify, make derivative works of, adapt, translate, disassemble, reverse compile, decompile or reverse engineer any part of the Site or Service, or otherwise attempt to discover the source code in the Site and/or Service (or any part thereof);
(c) you shall not access the Site or Service in order to build or promote a similar or competitive service; and
(d) except as expressly stated herein, no part of the Site or Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Service shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Service content must be retained on all copies thereof. 11Tune reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that 11Tune will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Service or any part thereof. You acknowledge and agree that 11Tune will have no obligation to provide you with any support or maintenance in connection with the Site or Service.
If you provide 11Tune any feedback or suggestions regarding the Site or Service (“Feedback”), you hereby assign and agree to assign upon our request to 11Tune all rights in the Feedback and agree
that 11Tune shall have the right to use such Feedback and related information in any manner it deems appropriate. 11Tune will treat any Feedback you provide to 11Tune as non-confidential and non-proprietary. You agree that you will not submit to 11Tune any information or ideas that you consider to be confidential or proprietary.
Each User or Composer owns its own Content. Excluding your Content, you acknowledge that all the IPR in the Site and Services are owned by 11Tune or 11Tune’s licensors. The provision of the Site and Service does not transfer to you or any third party any rights, title or interest in or to such IPR. 11Tune and its suppliers reserve all rights not granted in this Agreement.
You agree to indemnify and hold 11Tune (and its officers, employees, and agents) harmless, including reasonable costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of
(i) your use of the Site or Service,
(ii) your Content (including your Tune Contest, Song, songs in the 1 to 1 Project, and Reviews),
(iii) your interaction with any other User or Composer,
(iv) your use of Royalty Free Music, or
(v) your violation of this Agreement or any applicable laws.
11Tune reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of 11Tune. 11Tune will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. Third Party Sites & Ads
The Site might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of 11Tune and 11Tune is not responsible for any Third Party Sites & Ads. 11Tune provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
12. Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Site or Service. We may
(a) suspend your rights to use the Site and/or Service (including your Account), including in part or in full, or
(b) terminate this Agreement, at any time for a legitimate purpose, including in part or in full, and including for any use of the Site or Service in violation of this Agreement or where any of our licensors terminates our licence to use any content (including the Royalty Free Music). Upon termination of this Agreement, your Account and right to access and use the Site and Service (or relevant part thereof) will terminate immediately. Any 11Tune credits or payments outstanding to you at termination will be paid to you. You understand that any termination of your Account may involve deletion of your Content associated therewith from our live databases. However we reserve the right to continue to use your Content to the extent permitted under applicable law. 11Tune will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your Content.
The Site and Service are provided “AS-IS” and “AS AVAILABLE” and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site or Service:
(a) will meet your requirements;
(b) will be available on an uninterrupted, timely, secure, or error-free basis; or
(c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
14. Limitation on Liability
In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or your use of, or inability to use, the Site or Service, even if we have been advised of the possibility of such damages. Access to, and use of, the Site and Service are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, our (and our suppliers’) liability to you for any damages arising from or related to this Agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater fifty US Dollars ($50) only. The existence of more than one claim will not enlarge this limit.
This Agreement (including pricing terms) is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e- mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or Service. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
15.2 Governing Law
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of Malaysia without giving effect to any law that would result in the application of the law of another jurisdiction.
15.3 Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to 11Tune is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without 11Tune’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
15.4 Copyright/ Trademark Information.
All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
15.5 Contact Information: firstname.lastname@example.org